Reimbursement Obligations. (a) The applicable Borrower’s obligation to reimburse LC Disbursements shall be absolute, unconditional and irrevocable, and each Borrower agrees to pay to the applicable Issuer the amount of all Reimbursement Obligations, interest and other amounts payable to such Issuer under or in connection with any Facility Letter of Credit issued on behalf of such Borrower immediately when due, irrespective of any claim, set-off, defense or other right that such Borrower, the Company or any Subsidiary may have at any time against any Issuer or any other Person, under all circumstances, including without limitation, any of the following circumstances: (i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents; (ii) the existence of any claim, setoff, defense or other right that any Borrower or any Subsidiary may have at any time against a beneficiary named in a Facility Letter of Credit or any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting), any Issuer, any Lender, or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between any Borrower or any Subsidiary and the beneficiary named in any Facility Letter of Credit); (iii) any draft, certificate or any other document presented under the Facility Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; (v) the occurrence of any Default or Unmatured Default; (vi) payment by the Issuer under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or (vii) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.15.4, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder. (b) The applicable Issuer shall promptly notify the applicable Borrower of any draw under a Facility Letter of Credit (any such draw, an “LC Disbursement”). Such Borrower shall reimburse such LC Disbursement in the currency of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago time, on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency of the LC Disbursement, with a Revolving Credit Loan or Swing Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Loan or Swing Loan. Any Reimbursement Obligation with respect to any Facility Letter of Credit shall bear interest from the date of the relevant drawings under the pertinent Facility Letter of Credit at (i) in the case of such Obligations denominated in U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition to its other rights, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this Agreement.
Appears in 6 contracts
Sources: Credit Agreement (DIEBOLD NIXDORF, Inc), Credit Agreement (DIEBOLD NIXDORF, Inc), Credit Agreement (DIEBOLD NIXDORF, Inc)
Reimbursement Obligations. (a) The applicable Borrower’s obligation Company hereby unconditionally and irrevocably agrees to reimburse LC Disbursements shall be absolute, unconditional and irrevocable, and each Borrower agrees to pay to the applicable Issuer the amount of all Reimbursement Obligations, interest and other amounts payable to Issuing Lender for each payment or disbursement made by such Issuer Issuing Lender under or in connection with any Facility Letter of Credit issued by such Issuing Lender honoring any demand for payment made by the beneficiary thereunder, in each case on behalf the date that such payment or disbursement is made. Any amount not reimbursed on the date of such Borrower immediately when duepayment or disbursement shall bear interest from the date of such payment or disbursement to the date that such Issuing Lender is reimbursed by the Company for such amount, irrespective payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from such Issuing Lender of such payment or disbursement, 2%. The applicable Issuing Lender shall notify the Company and the Administrative Agent whenever any demand for payment is made under any Letter of Credit issued by such Issuing Lender by the beneficiary thereunder; provided that the failure of such Issuing Lender to so notify the Company or the Administrative Agent shall not affect the rights of such Issuing Lender or the Lenders in any manner whatsoever. The Company’s reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (i) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (ii) the existence of any claim, set-off, defense or other right that such Borrower, the Company or which any Subsidiary may have at any time against any Issuer or any other Person, under all circumstances, including without limitation, any of the following circumstances:
(i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents;
(ii) the existence of any claim, setoff, defense or other right that any Borrower or any Subsidiary Party may have at any time against a beneficiary named in a Facility Letter of Credit or Credit, any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting), any Issuerthe Administrative Agent, an Issuing Lender, any Lender, Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any Facility Letter of Creditother Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transactions transaction between any Borrower or any Subsidiary Loan Party and the beneficiary named in any Facility Letter of Credit);
, (iii) the validity, sufficiency or genuineness of any draft, certificate or any other document presented under which an Issuing Lender has determined complies on its face with the Facility terms of the applicable Letter of Credit proving Credit, even if such document should later prove to be have been forged, fraudulent, invalid or insufficient in any respect or any statement therein being shall have been untrue or inaccurate in any respect;
, (iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents;
hereof or (v) the occurrence of any Default or Unmatured Default;
(vi) payment by the Issuer under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or
(vii) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.15.4Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the BorrowerCompany’s obligations hereunder.
. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (bexcluding any Lender in its capacity as an Issuing Lender) The applicable Issuer shall promptly notify the applicable Borrower of under or in connection with any draw under a Facility Letter of Credit (or any such draw, an “LC Disbursement”). Such Borrower related matters shall reimburse such LC Disbursement result in the currency any liability of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago time, on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject or any Lender to the conditions to borrowing set forth hereinCompany, request that such payment be financed, if applicable given or relieve the currency Company of the LC Disbursement, with a Revolving Credit Loan or Swing Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Loan or Swing Loan. Any Reimbursement Obligation with respect any of its obligations hereunder to any Facility Letter of Credit shall bear interest from the date of the relevant drawings under the pertinent Facility Letter of Credit at (i) in the case of such Obligations denominated in U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition to its other rights, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this AgreementPerson.
Appears in 4 contracts
Sources: Credit Agreement (Centene Corp), Credit Agreement (Centene Corp), Credit Agreement (Centene Corp)
Reimbursement Obligations. (a) The applicable Borrower’s obligation In the event of any drawing under a Letter of Credit, the Issuing Lender shall promptly notify the Borrower who shall immediately reimburse the amount to the Issuing Lender in same day funds. In the event that the Borrower fails to reimburse LC Disbursements the Issuing Lender immediately upon a drawing and fails to provide a Notice of Borrowing with a different option, the Borrower shall be deemed to have requested from the Agent a Canadian Prime Rate Advance on the date and in the amount of the drawing, the proceeds of which will be used to satisfy the reimbursement obligations of the Borrower to the Lenders in respect of the drawing. The reimbursement obligations of the Borrower hereunder shall be absolute, unconditional and irrevocable, irrevocable and each Borrower agrees to pay to shall be performed strictly in accordance with the applicable Issuer the amount terms of this Agreement under any and all Reimbursement Obligations, interest circumstances whatsoever and other amounts payable to such Issuer under irrespective of:
4.3.3.1 any lack of validity or in connection with enforceability of any Facility Letter of Credit issued on behalf of such Borrower immediately when due, irrespective or this Agreement or any term or provision therein or herein;
4.3.3.2 the existence of any claim, set-off, defense compensation, defence or other right that such the Borrower, any Guarantor or other member of the Company VL Group or any Subsidiary other Person may have at any time have against the beneficiary under any Issuer or any other PersonLetter of Credit, under all circumstancesthe Issuing Lender, including without limitationthe Agent, any of the following circumstances:
(i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents;
(ii) the existence of any claim, setoff, defense or other right that any Borrower or any Subsidiary may have at any time against a beneficiary named in a Facility Letter of Credit or any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting), any Issuer, any Lender, Lender or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein Agreement or any other related or unrelated transactions (including any underlying transactions between any Borrower agreement or any Subsidiary and the beneficiary named in any Facility Letter of Credit)transaction;
(iii) 4.3.3.3 any draft, certificate draft or any other document presented under the Facility a Letter of Credit proving to be forged, fraudulent, fraudulent or invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(iv) 4.3.3.4 any dispute between or among the surrender or impairment members of the VL Group and any beneficiary of any security for Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the performance members of the VL Group against any beneficiary of such Letter of Credit or observance any such transferee; and
4.3.3.5 the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or any of the terms rights or benefits thereunder or proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason. The Issuing Lender shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions that result directly from the intentional or gross fault of the Issuing Lender, as determined by a final judgment of a court of competent jurisdiction. In furtherance and extension and not in limitation of the specific provisions of this Section 4.3, (A) any action taken or omitted by the Issuing Lender or any of its respective correspondents under or in connection with any of the Loan Documents;
Letters of Credit, if taken or omitted in good faith and without gross or intentional fault, as determined by a final judgment of a court of competent jurisdiction, shall be binding upon the Borrower and shall not put the Issuing Lender or its respective correspondents under any resulting liability to the Borrower and (vB) the occurrence Issuing Lender may, without gross or intentional fault as determined by a final judgment of any Default or Unmatured Default;
(vi) payment by a court of competent jurisdiction, accept documents that appear on their face to be in substantial compliance with the Issuer under terms of a Letter of Credit against Credit, without responsibility for further investigation, regardless of any notice or information to the contrary (other than an injunction granted by a court of competent jurisdiction during the period for which such injunction is enforced), and may make payment upon presentation of a draft or other document documents that does not comply appear on their face to be in substantial compliance with the terms of such Letter of Credit; or
(vii) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.15.4, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder.
(b) The applicable Issuer shall promptly notify the applicable Borrower of any draw under a Facility Letter of Credit (any such draw, an “LC Disbursement”). Such Borrower shall reimburse such LC Disbursement in the currency of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago time, on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower maythe Issuing Lender shall have the right, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency of the LC Disbursement, with a Revolving Credit Loan or Swing Loan in an equivalent amount andits sole discretion, to the extent so financed, decline to accept such Borrower’s obligation documents and to make such payment shall be discharged and replaced by if such documents are not in strict compliance with the resulting Revolving Credit Loan or Swing Loan. Any Reimbursement Obligation with respect to any Facility terms of such Letter of Credit shall bear interest from the date of the relevant drawings under the pertinent Facility Letter of Credit at (i) in the case of such Obligations denominated in U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition to its other rights, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this AgreementCredit.
Appears in 3 contracts
Sources: Credit Agreement (Videotron Ltee), Credit Agreement (Videotron Ltee), Credit Agreement (Videotron Ltee)
Reimbursement Obligations. (a) The applicable Borrower’s obligation to reimburse LC Disbursements shall be absolute, unconditional and irrevocable, and each Each Borrower agrees to pay to the applicable Issuer the amount of all Reimbursement Obligations, interest and other amounts payable to such the Issuer under or in connection with any Facility Letter of Credit issued on behalf of such Borrower immediately when due, irrespective of any claim, set-off, defense or other right that such the Borrower, the Company or any Subsidiary may have at any time against any the Issuer or any other Person, under all circumstances, including without limitation, any of the following circumstances:
(i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents;
(ii) the existence of any claim, setoff, defense or other right that any Borrower or any Subsidiary may have at any time against a beneficiary named in a Facility Letter of Credit or any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting), any Issuer, any Lender, or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between any Borrower or any Subsidiary and the beneficiary named in any Facility Letter of Credit);
(iii) any draft, certificate or any other document presented under the Facility Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents;; or
(v) the occurrence of any Default or Unmatured Default;
(vi) payment by the Issuer under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or
(vii) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.15.4, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder.
(b) The applicable Issuer shall promptly notify the applicable Borrower of any draw under a Facility Letter of Credit (any such draw, an “LC Disbursement”)Credit. Such Borrower shall reimburse such LC Disbursement in the currency applicable Issuer for drawings under a Facility Letter of Credit issued by it on behalf of such LC Disbursement by paying to Borrower promptly after the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago time, on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency of the LC Disbursement, with a Revolving Credit Loan or Swing Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Loan or Swing LoanIssuer. Any Reimbursement Obligation with respect to any Facility Letter of Credit shall bear interest from the date of the relevant drawings under the pertinent Facility Letter of Credit at (i) in the case of such Obligations denominated in U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition to its other rights, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this Agreement.
Appears in 3 contracts
Sources: Credit Agreement and Guaranty (Diebold Inc), Credit Agreement (Diebold Inc), Credit Agreement (Diebold Inc)
Reimbursement Obligations. (a) The applicable Borrower’s failure of any Revolving Lender to make any payment to the account of the Revolving LC Issuing Bank in accordance with Section 3.2(c) shall not relieve any other Revolving Lender of its obligation to reimburse LC Disbursements make payment, but no Revolving Lender shall be absolute, responsible for the failure of any other Revolving Lender.
(b) The payment obligations of each Revolving Lender under Section 3.2(c) and of the Borrower under this Agreement in respect of any payment under any Revolving LC and any Revolving Loan shall be unconditional and irrevocable, irrevocable and each Borrower agrees to pay to shall be paid strictly in accordance with the applicable Issuer the amount terms of all Reimbursement Obligations, interest and other amounts payable to such Issuer under or in connection with any Facility Letter of Credit issued on behalf of such Borrower immediately when due, irrespective of any claim, set-off, defense or other right that such Borrower, the Company or any Subsidiary may have at any time against any Issuer or any other Person, this Agreement under all circumstances, including without limitation, any of the following circumstances:
(i) any lack of validity or enforceability of this Agreement any P1 Financing Document or any other agreement or instrument relating thereto or to such Revolving LC;
(ii) any amendment or waiver of, or any consent to departure from, all or any of the other Loan P1 Financing Documents;
(iiiii) the existence of any claim, setoffset-off, defense defense, or other right that any which the Borrower or any Subsidiary may have at any time against a beneficiary named in a Facility Letter of Credit any beneficiary, or any transferee transferee, of any Facility Letter of Credit a Revolving LC (or any Person Persons for whom any such beneficiary or any such transferee may be acting), any Issuer, any Lenderthe Revolving LC Issuing Bank, or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein or by a Revolving LC, or any unrelated transactions (including any underlying transactions between any Borrower or any Subsidiary and the beneficiary named in any Facility Letter of Credit)transaction;
(iiiiv) any draft, certificate statement or any other document presented under the Facility Letter of Credit a Revolving LC proving to be forged, fraudulent, invalid invalid, or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents;
(v) the occurrence of any Default or Unmatured Default;
(vi) payment in good faith by the Issuer Revolving LC Issuing Bank under a Letter of Credit Revolving LC issued by the Revolving LC Issuing Bank against presentation of a draft or other document that certificate which does not comply with the terms of such Letter of CreditRevolving LC; or
(viivi) any other event circumstance or circumstance happening whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.15.4, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder.
(b) The applicable Issuer shall promptly notify the applicable Borrower of any draw under a Facility Letter of Credit (any such draw, an “LC Disbursement”). Such Borrower shall reimburse such LC Disbursement in the currency of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago time, on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency of the LC Disbursement, with a Revolving Credit Loan or Swing Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Loan or Swing Loan. Any Reimbursement Obligation with respect to any Facility Letter of Credit shall bear interest from the date of the relevant drawings under the pertinent Facility Letter of Credit at (i) in the case of such Obligations denominated in U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition to its other rights, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this Agreement.
Appears in 3 contracts
Sources: Credit Agreement (NextDecade Corp), Cd Credit Agreement (NextDecade Corp.), Credit Agreement (NextDecade Corp.)
Reimbursement Obligations. (a) The applicable Borrower’s obligation to reimburse LC Disbursements shall be absolute, unconditional and irrevocable, and each Each Borrower agrees to pay to the applicable Issuer the amount of all Reimbursement Obligations, interest and other amounts payable to such the Issuer under or in connection with any Facility Letter of Credit issued on behalf of such Borrower immediately when due, irrespective of any claim, set-off, defense or other right that such which the Borrower, the Company or any Subsidiary may have at any time against any the Issuer or any other Person, under all circumstances, including without limitation, any of the following circumstances:
(i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents;
(ii) the existence of any claim, setoff, defense or other right that which any Borrower or any Subsidiary may have at any time against a beneficiary named in a Facility Letter of Credit or any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting), any Issuer, any Lender, or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between any Borrower or any Subsidiary and the beneficiary named in any Facility Letter of Credit);
(iii) any draft, certificate or any other document presented under the Facility Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents;; or
(v) the occurrence of any Default or Unmatured Default;
(vi) payment by the Issuer under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or
(vii) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.15.4, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder.
(b) The applicable Issuer shall promptly notify the applicable Borrower of any draw under a Facility Letter of Credit (any such draw, an “LC Disbursement”)Credit. Such Borrower shall reimburse such LC Disbursement in the currency applicable Issuer for drawings under a Facility Letter of Credit issued by it on behalf of such LC Disbursement by paying to Borrower promptly after the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago time, on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency of the LC Disbursement, with a Revolving Credit Loan or Swing Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Loan or Swing LoanIssuer. Any Reimbursement Obligation with respect to any Facility Letter of Credit shall bear interest from the date of the relevant drawings under the pertinent Facility Letter of Credit at (i) in the case of such Obligations denominated in U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of such Obligations denominated in an Available Agreed Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition to its other rights, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this Agreement.
Appears in 3 contracts
Sources: Loan Agreement (Myers Industries Inc), Loan Agreement (Myers Industries Inc), Loan Agreement (Myers Industries Inc)
Reimbursement Obligations. (a) The applicable Borrower’s obligation to reimburse LC Disbursements shall be absolute, unconditional and irrevocable, and each Each Borrower agrees to pay to the applicable Issuer the amount of all Reimbursement Obligations, interest and other amounts payable to such the Issuer under or in connection with any Facility Letter of Credit issued on behalf of such Borrower immediately when due, irrespective of any claim, set-off, defense or other right that such which the Borrower, the Company or any Subsidiary may have at any time against any the Issuer or any other Person, under all circumstances, including without limitation, any of the following circumstances:
(i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents;
(ii) the existence of any claim, setoff, defense or other right that which any Borrower or any Subsidiary may have at any time against a beneficiary named in a Facility Letter of Credit or any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting), any Issuer, any Lender, or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between any Borrower or any Subsidiary and the beneficiary named in any Facility Letter of Credit);
(iii) any draft, certificate or any other document presented under the Facility Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents;; or
(v) the occurrence of any Default or Unmatured Default;
(vi) payment by the Issuer under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or
(vii) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.15.4, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder.
(b) The applicable Issuer shall promptly notify the applicable Borrower of any draw under a Facility Letter of Credit (any such draw, an “LC Disbursement”). Such Borrower shall reimburse such LC Disbursement in the currency of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago time, on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency of the LC Disbursement, with a Revolving Credit Loan or Swing Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Loan or Swing Loan. Any Reimbursement Obligation with respect to any Facility Letter of Credit shall bear interest from the date of the relevant drawings under the pertinent Facility Letter of Credit at (i) in the case of such Obligations denominated in U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition to its other rights, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this Agreement.Facility
Appears in 3 contracts
Sources: Loan Agreement (Myers Industries Inc), Loan Agreement (Myers Industries Inc), Loan Agreement (Myers Industries Inc)
Reimbursement Obligations. (a) The applicable Borrower’s obligation to reimburse LC Disbursements shall be absolute, unconditional and irrevocable, and each Each Borrower agrees to pay to the applicable Issuer the amount of all Reimbursement Obligations, interest and other amounts payable to such the Issuer under or in connection with any Facility Letter of Credit issued on behalf of such Borrower immediately when due, irrespective of any claim, set-off, defense or other right that such the Borrower, the Company or any Subsidiary may have at any time against any the Issuer or any other Person, under all circumstances, including without limitation, any of the following circumstances:
(i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents;
(ii) the existence of any claim, setoff, defense or other right that any Borrower or any Subsidiary may have at any time against a beneficiary named in a Facility Letter of Credit or any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting), any Issuer, any Lender, or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between any Borrower or any Subsidiary and the beneficiary named in any Facility Letter of Credit);
(iii) any draft, certificate or any other document presented under the Facility Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents;; or
(v) the occurrence of any Default or Unmatured Default;
(vi) payment by the Issuer under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or
(vii) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.15.4, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder.
(b) The applicable Issuer shall promptly notify the applicable Borrower of any draw under a Facility Letter of Credit (any such draw, an “LC Disbursement”). Such Borrower shall reimburse such LC Disbursement in the currency of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago time, on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency of the LC Disbursement, with a Revolving Credit Loan or Swing Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Loan or Swing Loan. Any Reimbursement Obligation with respect to any Facility Letter of Credit shall bear interest from the date of the relevant drawings under the pertinent Facility Letter of Credit at (i) in the case of such Obligations denominated in U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition to its other rights, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this Agreement.Facility
Appears in 3 contracts
Sources: Loan Agreement (Diebold Inc), Loan Agreement (Diebold Inc), Loan Agreement (Diebold Inc)
Reimbursement Obligations. (a) The applicable Borrower’s obligation Borrowers hereby unconditionally and irrevocably, and jointly and severally, agree to reimburse LC Disbursements shall be absolute, unconditional and irrevocable, and the Issuing Lender for each Borrower agrees to pay to payment or disbursement made by the applicable Issuer the amount of all Reimbursement Obligations, interest and other amounts payable to such Issuer Issuing Lender under or in connection with any Facility Letter of Credit issued honoring any demand for payment made by the beneficiary thereunder, in each case on behalf the date that such payment or disbursement is made. Any amount not reimbursed on the date of such Borrower immediately when duepayment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender is reimbursed by the Borrowers therefor, irrespective payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, 2%. The Issuing Lender shall notify the Borrowers and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the Issuing Lender to so notify the Borrowers or the Administrative Agent shall not affect the rights of the Issuing Lender or the Lenders in any manner whatsoever.
(b) The Borrowers’ reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (a) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense or other right that such Borrower, the Company or which any Subsidiary may have at any time against any Issuer or any other Person, under all circumstances, including without limitation, any of the following circumstances:
(i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents;
(ii) the existence of any claim, setoff, defense or other right that any Borrower or any Subsidiary Party may have at any time against a beneficiary named in a Facility Letter of Credit or Credit, any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting), any Issuerthe Administrative Agent, the Issuing Lender, any Lender, Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any Facility Letter of Creditother Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transactions transaction between any Borrower or any Subsidiary Loan Party and the beneficiary named in any Facility Letter of Credit);
, (iiic) the validity, sufficiency or genuineness of any draft, certificate or any other document presented under which the Facility Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit proving Credit, even if such document should later prove to be have been forged, fraudulent, invalid or insufficient in any respect or any statement therein being shall have been untrue or inaccurate in any respect;
, or (ivd) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Lender to any Borrower, or relieve any Borrower of any of the Loan Documents;
(v) the occurrence of any Default or Unmatured Default;
(vi) payment by the Issuer under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or
(vii) any other event or circumstance whatsoever, whether or not similar its obligations hereunder to any of the foregoing, that might, but for the provisions of this Section 2.15.4, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereundersuch Person.
(b) The applicable Issuer shall promptly notify the applicable Borrower of any draw under a Facility Letter of Credit (any such draw, an “LC Disbursement”). Such Borrower shall reimburse such LC Disbursement in the currency of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago time, on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency of the LC Disbursement, with a Revolving Credit Loan or Swing Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Loan or Swing Loan. Any Reimbursement Obligation with respect to any Facility Letter of Credit shall bear interest from the date of the relevant drawings under the pertinent Facility Letter of Credit at (i) in the case of such Obligations denominated in U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition to its other rights, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Landauer Inc), Credit Agreement (Landauer Inc)
Reimbursement Obligations. (a) The applicable Borrower’s obligation to reimburse LC Disbursements shall be absolute, unconditional and irrevocable, and each Borrower agrees to pay to the Issuer of a Letter of Credit (i) on each date that any amount is drawn under each Letter of Credit (or, if any draw is paid by the Issuer after 3:00 p.m. (Chicago time) on such date, on the next succeeding Business Day) a sum (and interest on such sum as provided in clause (ii) below) equal to the amount so drawn plus all other charges and expenses with respect thereto specified in Section 3.9 or in the applicable Reimbursement Agreement and (ii) interest on any and all amounts remaining unpaid under this Section 3.4 until payment in full at the rate per annum, computed for actual days elapsed based on a 365 or 366 day year, as applicable, equal to (A) the Alternate Base Rate for such day for the first two days following the due date of any Reimbursement Obligations, and (B) the Alternate Base Rate for such day plus 2% per annum. The Borrower agrees to pay to the Issuer the amount of all Reimbursement Obligations, interest and other amounts payable to such Issuer under or Obligations owing in connection with respect of any Facility Letter of Credit issued on behalf of such Borrower immediately when due, irrespective of any claim, set-off, defense or other right that such Borrower, the Company or any Subsidiary may have at any time against any Issuer or any other Person, under all circumstances, including including, without limitation, any of the following circumstances:
: (iw) any lack of validity or enforceability of this Agreement or any of the other Loan Facility Documents;
; (iix) the existence of any claim, setoffset-off, defense or other right that any which the Borrower or any Subsidiary may have at any time against a beneficiary named in a Facility Letter of Credit or Credit, any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting), any Issuer, any Lender, Lender or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions transaction between any the Borrower or any Subsidiary and the beneficiary named in any Facility Letter of Credit);
; (iiiy) the validity, sufficiency or genuineness of any draft, certificate or any other document presented under which the Facility Issuer has determined in good faith complies on its face with the terms of the applicable Letter of Credit proving Credit, even if such document should later prove to be have been forged, fraudulent, invalid or insufficient in any respect or any statement therein being shall have been untrue or inaccurate in any respect;
; or (ivz) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents;
(v) the occurrence of any Default or Unmatured Default;
(vi) payment by the Issuer under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or
(vii) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.15.4, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunderhereof.
(b) The applicable Notwithstanding any provisions to the contrary in any Reimbursement Agreement, the Borrower agrees to reimburse the Issuer shall promptly notify for amounts which the applicable Borrower of any draw Issuer pays under a Facility such Letter of Credit (no later than the time specified in this Agreement. If the Borrower does not pay any such drawReimbursement Obligations when due at any time prior the Revolving Credit Termination Date, an “LC Disbursement”)such Reimbursement Obligations, if in Pounds, shall be deemed to have been converted into the equivalent amount of Dollars on the date due based upon the spot rate of exchange between Dollars and Pounds as determined by the Agent on the Reuters WRLD Page as of the time of determination on such date. Such Borrower In the event that such rate does not appear on any Reuters WRLD Page, the exchange rate shall reimburse be determined by reference to such LC Disbursement other publicly available service for displaying exchange rates as may be agreed upon by the Agent and the Borrower, or, in the currency absence of such LC Disbursement an agreement, such exchange rate shall instead be the arithmetic average of the spot rates of exchange of the Agent in London at or about such time between Dollars and Pounds for delivery two Business Days later; provided that if at the time of any such determination, for any reason, no such spot rate is being quoted, the Agent may use any reasonable method it deems appropriate to determine such rate, and such determination shall be presumed correct absent manifest error.
(c) If the Issuer makes a payment on account of any Letter of Credit and is not concurrently reimbursed therefor by paying the Borrower, then as promptly as practical during normal banking hours on the date of its receipt of such notice or, if not practicable on such date, not later than noon (Chicago time) on the Business Day immediately succeeding such date of notification, each Lender shall deliver to the Administrative Agent for the account of the Issuer, in immediately available funds, the purchase price for such Lender’s interest in such unreimbursed Reimbursement Obligations, which shall be an amount equal to such LC Disbursement not later than 1:00 P.M.Lender’s pro-rata share of such payment. Each Lender shall, Chicago time, on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency of the LC Disbursement, with a Revolving Credit Loan or Swing Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced upon demand by the resulting Revolving Credit Loan or Swing Loan. Any Reimbursement Obligation with respect to any Facility Letter Issuer, pay the Issuer interest on such Lender’s pro-rata share of Credit shall bear interest such draw from the date of payment by the relevant drawings under the pertinent Facility Issuer on account of such Letter of Credit until the date of delivery of such funds to the Issuer by such Lender at (i) a rate per annum, computed for actual days elapsed based on a 360-day year, equal to the Federal Funds Effective Rate on the amount of the unreimbursed Reimbursement Obligations, if in Dollars, or the equivalent amount of Dollars calculated in the case manner provided in paragraph (b), if in Pounds, for such period; provided, that such payments shall be made by the Lenders only in the event and to the extent that the Issuer is not reimbursed in full by the Borrower for interest on the amount of any draw on the Letters of Credit.
(d) At any time after the Issuer has made a payment on account of any Letter of Credit and has received from any other Lender such Lender’s pro-rata share of such payment, such Issuer shall, forthwith upon its receipt of any reimbursement (in whole or in part) by the Borrower for such payment, or of any other amount from the Borrower or any other Person in respect of such payment (including, without limitation, any payment of interest or penalty fees and any payment under any collateral account agreement of the Borrower or any Facility Document but excluding any transfer of funds from any other Lender pursuant to Section 3.4(b)), transfer to such other Lender such other Lender’s ratable share of such reimbursement or other amount; provided, that interest shall accrue for the benefit of such Lender from the time such Issuer has made a payment on account of any Letter of Credit; provided, further, that in the event that the receipt by the Issuer of such reimbursement or other amount is found to have been a transfer in fraud of creditors or a preferential payment under the United States Bankruptcy Code or is otherwise required to be returned, such Lender shall promptly return to the Issuer any portion thereof previously transferred by the Issuer to such Lender, but without interest to the extent that interest is not payable by the Issuer in connection therewith.
(e) All payments in respect of Reimbursement Obligations denominated shall be in U.S. Dollars, Dollars at the interest Issuer’s selling rate for Floating Rate Loans cable transfers to the place of payment of the Letter of Credit current on the date of payment or (ii) in of the case Issuer’s settlement of such Obligations denominated in an Available Foreign Currencyits obligation, as the Issuer may require or, at the correlative floating Issuer’s election, in the currency in which the Issuer was required to pay such Letter of Credit. If, for any cause, on the date of payment or settlement, as the case may be, there is no selling rate or other rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated exchange generally current in Chicago for effecting such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition to its other rightstransfers, the Issuers Borrower will pay the Issuer on demand an amount in Dollars equivalent to the Issuer’s actual cost of settlement on its obligation however or whenever the Issuer shall also have all rights for indemnification and reimbursement as each Lender is entitled under this Agreementmake such settlement, with interest at the Alternate Base Rate from the date of settlement to the date of payment.
Appears in 2 contracts
Sources: Credit Agreement (Navigators Group Inc), Credit Agreement (Navigators Group Inc)
Reimbursement Obligations. If a disbursement by Issuing Bank is made under any Letter of Credit, Borrower shall pay to Agent within two (a2) Business Days after notice of any such disbursement is received by Borrower, the amount of each such disbursement made by Issuing Bank under the Letter of Credit (if such payment is not sooner effected as may be required under this Section 2.10 or under other provisions of the Letter of Credit), together with interest on the amount disbursed from and including the date of disbursement until payment in full of such disbursed amount at a varying rate per annum equal to (i) the then applicable interest rate for Base Rate Loans through the second Business Day after notice of such disbursement is received by Borrower and (ii) thereafter, the Post Default Rate for Base Rate Loans (but in no event to exceed the Highest Lawful Rate) for the period from and including the third Business Day following the date of such disbursement to and including the date of repayment in full of such disbursed amount. The applicable Borrower’s obligation obligations of Borrower under this Agreement with respect to reimburse LC Disbursements each Letter of Credit shall be absolute, unconditional and irrevocableirrevocable and shall be paid or performed strictly in accordance with the terms of this Agreement under all circumstances whatsoever, and each Borrower agrees to pay including, without limitation, but only to the fullest extent permitted by applicable Issuer law, the amount following circumstances: (i) any lack of all Reimbursement Obligationsvalidity or enforceability of this Agreement, interest and other amounts payable to such Issuer under or in connection with any Facility Letter of Credit issued on behalf or any of such Borrower immediately when duethe Security Instruments; (ii) any amendment or waiver of (including any default), irrespective or any consent to departure from this Agreement (except to the extent permitted by any amendment or waiver), any Letter of Credit or any of the Security Instruments; (iii) the existence of any claim, set-off, defense or other right that such Borrower, the Company or any Subsidiary rights which Borrower may have at any time against any Issuer or any other Person, under all circumstances, including without limitation, any of the following circumstances:
(i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents;
(ii) the existence beneficiary of any claim, setoff, defense or other right that any Borrower or any Subsidiary may have at any time against a beneficiary named in a Facility Letter of Credit or any transferee of any Facility Letter of Credit (or any Person Persons for whom any such beneficiary or any such transferee may be acting), any IssuerIssuing Bank, Agent, any Lender, Lender or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the Security Instruments, the transactions contemplated herein hereby or any unrelated transactions transaction; (including any underlying transactions between any Borrower or any Subsidiary and the beneficiary named in any Facility Letter of Credit);
(iiiiv) any statement, certificate, draft, certificate notice or any other document presented under the Facility any Letter of Credit proving proves to be have been forged, fraudulent, insufficient or invalid or insufficient in any respect or any statement therein being proves to have been untrue or inaccurate in any respect;
(iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents;
respect whatsoever; (v) the occurrence of any Default or Unmatured Default;
(vi) payment by the Issuer Issuing Bank under a any Letter of Credit against presentation of a draft or other document that certificate which appears on its face to comply, but does not comply comply, with the terms of such Letter of Credit; or
(vi) any affiliation between Issuing Bank and any Lender, and (vii) any other event circumstance or circumstance happening whatsoever, whether or not similar to any of the foregoing. Notwithstanding anything in this Agreement to the contrary, Borrower will not be liable for payment or performance that mightresults from the gross negligence or willful misconduct of Issuing Bank, but except where Borrower or any Subsidiary actually recovers the proceeds for the provisions of this Section 2.15.4, constitute a legal itself or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder.
(b) The applicable Issuer shall promptly notify the applicable Borrower Issuing Bank of any draw under a Facility Letter of Credit (any payment made by Issuing Bank in connection with such draw, an “LC Disbursement”). Such Borrower shall reimburse such LC Disbursement in the currency of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago time, on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency of the LC Disbursement, with a Revolving Credit Loan gross negligence or Swing Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Loan or Swing Loan. Any Reimbursement Obligation with respect to any Facility Letter of Credit shall bear interest from the date of the relevant drawings under the pertinent Facility Letter of Credit at (i) in the case of such Obligations denominated in U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition to its other rights, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this Agreementwillful misconduct.
Appears in 2 contracts
Sources: Credit Agreement (Earthstone Energy Inc), Credit Agreement (Earthstone Energy Inc)
Reimbursement Obligations. If a disbursement by the Issuing Bank is made under any Letter of Credit, Borrower shall pay to Administrative Agent within two (a2) Business Days after notice of any such disbursement is received by Borrower, the amount of each such disbursement made by the Issuing Bank under the Letter of Credit (if such payment is not sooner effected as may be required under this Section 2.10 or under other provisions of the Letter of Credit), together with interest on the amount disbursed from and including the date of disbursement until payment in full of such disbursed amount at a varying rate per annum equal to (i) the then applicable interest rate for Base Rate Loans through the second Business Day after notice of such disbursement is received by Borrower and (ii) thereafter, the Post Default Rate for Base Rate Loans (but in no event to exceed the Highest Lawful Rate) for the period from and including the third Business Day following the date of such disbursement to and including the date of repayment in full of such disbursed amount. The applicable Borrower’s obligation obligations of Borrower under this Agreement with respect to reimburse LC Disbursements each Letter of Credit shall be absolute, unconditional and irrevocableirrevocable and shall be paid or performed strictly in accordance with the terms of this Agreement under all circumstances whatsoever, and each Borrower agrees to pay including, without limitation, but only to the fullest extent permitted by applicable Issuer law, the amount following circumstances: (i) any lack of all Reimbursement Obligationsvalidity or enforceability of this Agreement, interest and other amounts payable to such Issuer under or in connection with any Facility Letter of Credit issued on behalf or any of such Borrower immediately when duethe Security Instruments; (ii) any amendment or waiver of (including any default), irrespective or any consent to departure from this Agreement (except to the extent permitted by any amendment or waiver), any Letter of Credit or any of the Security Instruments; (iii) the existence of any claim, set-off, defense or other right that such Borrower, the Company or any Subsidiary rights which Borrower may have at any time against any Issuer or any other Person, under all circumstances, including without limitation, any of the following circumstances:
(i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents;
(ii) the existence beneficiary of any claim, setoff, defense or other right that any Borrower or any Subsidiary may have at any time against a beneficiary named in a Facility Letter of Credit or any transferee of any Facility Letter of Credit (or any Person Persons for whom any such beneficiary or any such transferee may be acting), any Issuerthe Issuing Bank, Administrative Agent, any Lender, Lender or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the Security Instruments, the transactions contemplated herein hereby or any unrelated transactions transaction; (including any underlying transactions between any Borrower or any Subsidiary and the beneficiary named in any Facility Letter of Credit);
(iiiiv) any statement, certificate, draft, certificate notice or any other document presented under the Facility any Letter of Credit proving proves to be have been forged, fraudulent, insufficient or invalid or insufficient in any respect or any statement therein being proves to have been untrue or inaccurate in any respect;
(iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents;
respect whatsoever; (v) the occurrence of any Default or Unmatured Default;
(vi) payment by the Issuer Issuing Bank under a any Letter of Credit against presentation of a draft or other document that certificate which appears on its face to comply, but does not comply comply, with the terms of such Letter of Credit; or
and (viivi) any other event circumstance or circumstance happening whatsoever, whether or not similar to any of the foregoing. Notwithstanding anything in this Agreement to the contrary, Borrower will not be liable for payment or performance that mightresults from the gross negligence or willful misconduct of the Issuing Bank, but except where Borrower or any Subsidiary actually recovers the proceeds for itself or the provisions of this Section 2.15.4, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder.
(b) The applicable Issuer shall promptly notify the applicable Borrower Issuing Bank of any draw under a Facility Letter of Credit (any such draw, an “LC Disbursement”). Such Borrower shall reimburse such LC Disbursement in the currency of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago time, on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency of the LC Disbursement, with a Revolving Credit Loan or Swing Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced made by the resulting Revolving Credit Loan Issuing Bank in connection with such gross negligence or Swing Loan. Any Reimbursement Obligation with respect to any Facility Letter of Credit shall bear interest from the date of the relevant drawings under the pertinent Facility Letter of Credit at (i) in the case of such Obligations denominated in U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition to its other rights, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this Agreementwillful misconduct.
Appears in 2 contracts
Sources: Credit Agreement (Isramco Inc), Credit Agreement (Isramco Inc)
Reimbursement Obligations. (a) The applicable Borrower’s obligation Anything herein or in any Transaction Document to reimburse LC Disbursements shall be absolutethe contrary notwithstanding, unconditional and irrevocable, and each Borrower SunGard Parent agrees to pay to the applicable Issuer Administrative Agent, on demand, any and all charges, fees, costs and expenses that the amount of all Reimbursement ObligationsAdministrative Agent may reasonably pay or incur, interest including, but not limited to, attorneys’, accountants’ and other amounts payable to such Issuer under or third parties’ fees and expenses and any filing fees and expenses, in connection with (i) the negotiation, execution, delivery and preparation of the Transaction Documents and any Facility Letter of Credit issued on behalf of such Borrower immediately when duedocument or instruments delivered pursuant hereto or thereto and the transactions contemplated hereby or thereby, irrespective of any claim, set-off(ii) the enforcement, defense or other right that such Borrowerpreservation (including defending, monitoring or participating in any litigation or proceeding (including any bankruptcy or insolvency proceeding)) of any rights against the Company or Collection Agent, any Subsidiary may have at any time against any Issuer rights under this Agreement or any other PersonTransaction Document to which the Collection Agent is a party or by which it is bound or any rights under any certificate, document or instrument delivered by the Collection Agent, (ii) any action, proceeding or investigation affecting the Collateral or the rights or obligations of the Administrative Agent under all circumstancesthe Transaction Documents as a result of, including related to or arising from the Collection Agent’s management thereof, servicing thereof or collection practices related thereto, including, without limitation, any of judgment or settlement entered into affecting the following circumstances:
Administrative Agent or the Administrative Agent’s interests, (iiii) any lack of validity or enforceability of this Agreement or any of the other Loan Documents;
(ii) the existence of any claimamendment, setoff, defense waiver or other right that any Borrower or any Subsidiary may have at any time against a beneficiary named in a Facility Letter of Credit or any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting), any Issuer, any Lenderaction with respect to, or any other Personrelated to, this Agreement, whether in connection with or not executed or completed, (iv) any audit, dispute, disagreement, litigation or preparation for litigation involving this Agreement, any Facility Letter of Creditother Transaction Document, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between any Borrower document or any Subsidiary instrument delivered pursuant hereto or thereto and the beneficiary named in any Facility Letter of Credit);
transaction contemplated hereby or thereby (iii) any draftincluding, certificate without limitation, perfection or any other document presented under the Facility Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(iv) the surrender or impairment of any security for the performance or observance of any protection of the terms of any of Collateral) in each case to the Loan Documents;
extent related to or arising from the Collection Agent’s management thereof, servicing thereof or collection practices related thereto or (v) the occurrence of any Default or Unmatured Default;
(vi) payment by the Issuer under a Letter of Credit against presentation of a draft or other document that does not comply arising in connection with the terms of such Letter of Credit; or
(vii) any other event or circumstance whatsoever, whether or not similar to any replacement of the foregoing, that might, but for the provisions of this Section 2.15.4, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder.
(b) The applicable Issuer shall promptly notify the applicable Borrower of any draw under a Facility Letter of Credit (any such draw, an “LC Disbursement”)Collection Agent. Such Borrower payment or reimbursement shall reimburse such LC Disbursement in the currency of such LC Disbursement be remitted after written demand therefor together with all reasonable out-of-pocket costs, expenses and disbursements, including attorney’s fees and expenses, and other costs, fees and expenses incurred by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago time, on in connection with the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency enforcement of the LC Disbursement, with a Revolving Credit Loan or Swing Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Loan or Swing Loan. Any Reimbursement Obligation with respect to any Facility Letter of Credit shall bear interest from the date of the relevant drawings under the pertinent Facility Letter of Credit at (i) in the case of such Obligations denominated in U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition to its other rights, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this Agreementhereunder.
Appears in 2 contracts
Sources: Collection Agent Agreement, Collection Agent Agreement (Sungard Data Systems Inc)
Reimbursement Obligations. (a) The applicable Borrower’s obligation to reimburse LC Disbursements shall be absolute, unconditional and irrevocable, and each Borrower agrees to pay to the applicable Agent for the account of the Issuer the amount of all Reimbursement Obligations, interest and other amounts payable to such the Issuer under or in connection with any Facility Letter of Credit issued on behalf of such Borrower immediately when due, irrespective of any claim, set-off, defense or other right that such Borrower, which the Company Borrower or any Subsidiary or Affiliate of the Borrower may have at any time against any the Issuer or any other Person, under all circumstances, including without limitation, any of the following circumstances:
(i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents;
(ii) the existence of any claim, setoff, defense or other right that any which the Borrower or any Subsidiary or Affiliate of the Borrower may have at any time against a beneficiary named in a Facility Letter of Credit or any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting), any the Issuer, any Lender, or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between any the Borrower or any Subsidiary or Affiliate of the Borrower and the beneficiary named in any Facility Letter of Credit);
(iii) any draft, certificate or any other document presented under the any Facility Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents;
(v) the occurrence of any Default or Unmatured Default;
(vi) payment by the Issuer under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or
(vii) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.15.4, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder.
(b) The applicable Issuer shall promptly notify the applicable Borrower of any draw under a Facility Letter of Credit (any such draw, an “LC Disbursement”). Such Borrower shall reimburse such LC Disbursement in the currency of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago time, on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency of the LC Disbursement, with a Revolving Credit Loan or Swing Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Loan or Swing Loan. Any Reimbursement Obligation with respect to any Facility Letter of Credit shall bear interest from for which there is a Subsidiary Co-Applicant, any defense to payment of such Reimbursement Obligations based on the date status of the relevant drawings under the pertinent Borrower as a co-applicant for such Facility Letter of Credit at (i) in the case Credit, including without limitation any defense to payment which might be available to a guarantor or surety, all of such Obligations denominated in U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined which are hereby explicitly waived by the Administrative Agent. In addition Borrower, which hereby agrees and acknowledges that its undertaking to its other rightspay all Reimbursement Obligations, including without limitation Reimbursement Obligations arising with respect to Facility Letters of Credit for which there is a Subsidiary Co-Applicant, is a primary obligation and not one of surety.
(b) The Issuer shall promptly notify the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled Borrower of any draw under this Agreement.a Facility
Appears in 2 contracts
Sources: Revolving Credit Agreement (JPF Acquisition Corp), Revolving Credit Agreement (Yellow Corp)
Reimbursement Obligations. (a) The applicable Borrower’s obligation Anything herein or in any Transaction Document to reimburse LC Disbursements the contrary notwithstanding, the Insurer shall be absoluteentitled to full reimbursement from the Collection Agent for any payment made under the Policy arising as a result of either of the Collection Agent’s failure to pay or deposit an amount in respect of any Receivable, unconditional Seller Related Security, Asset and/or SunGard Financing Related Security or any other amount required to be paid or deposited pursuant to the Transaction Documents, together with interest on any and irrevocableall such amounts remaining unreimbursed (to the extent permitted by law, and each Borrower if in respect of any such unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Default Rate. SunGard Parent agrees to pay to the applicable Issuer Insurer, on demand, any and all charges, fees, costs and expenses that the amount of all Reimbursement ObligationsInsurer may reasonably pay or incur, interest including, but not limited to, attorneys’, accountants’ and other amounts payable to such Issuer under or third parties’ fees and expenses and any filing fees and expenses, in connection with (i) the negotiation, execution, delivery and preparation of the Transaction Documents and any Facility Letter of Credit issued on behalf of such Borrower immediately when duedocument or instruments delivered pursuant hereto or thereto and the transactions contemplated hereby or thereby, irrespective of any claim, set-off(ii) the enforcement, defense or other right that such Borrowerpreservation (including defending, monitoring or participating in any litigation or proceeding (including any bankruptcy or insolvency proceeding)) of any rights against the Company or Collection Agent, any Subsidiary may have at any time against any Issuer rights under this Agreement or any other PersonTransaction Document to which the Collection Agent is a party or by which it is bound or any rights under any certificate, document or instrument delivered by the Collection Agent, (ii) any action, proceeding or investigation affecting the Collateral or the rights or obligations of the Insurer under all circumstancesthe Policy or the Transaction Documents as a result of, including related to or arising from the Collection Agent’s management thereof, servicing thereof or collection practices related thereto, including, without limitation, any of judgment or settlement entered into affecting the following circumstances:
(i) any lack of validity Insurer or enforceability of this Agreement or any of the other Loan Documents;
(ii) the existence of any claim, setoff, defense or other right that any Borrower or any Subsidiary may have at any time against a beneficiary named in a Facility Letter of Credit or any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting), any Issuer, any Lender, or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between any Borrower or any Subsidiary and the beneficiary named in any Facility Letter of Credit);
(iii) any draft, certificate or any other document presented under the Facility Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents;
(v) the occurrence of any Default or Unmatured Default;
(vi) payment by the Issuer under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or
(vii) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.15.4, constitute a legal or equitable discharge of, or provide a right of setoff against, the BorrowerInsurer’s obligations hereunder.
(b) The applicable Issuer shall promptly notify the applicable Borrower of any draw under a Facility Letter of Credit (any such draw, an “LC Disbursement”). Such Borrower shall reimburse such LC Disbursement in the currency of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago time, on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency of the LC Disbursement, with a Revolving Credit Loan or Swing Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Loan or Swing Loan. Any Reimbursement Obligation with respect to any Facility Letter of Credit shall bear interest from the date of the relevant drawings under the pertinent Facility Letter of Credit at (i) in the case of such Obligations denominated in U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition to its other rights, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this Agreement.interests,
Appears in 2 contracts
Sources: Collection Agent Agreement, Collection Agent Agreement (Sungard Data Systems Inc)
Reimbursement Obligations. (a) The applicable Borrower’s obligation to reimburse LC Disbursements shall be absolute, unconditional and irrevocable, and each Borrower agrees to pay to the Issuer of a Letter of Credit (i) on each date that any amount is drawn under each Letter of Credit (or, if any draw is paid by the Issuer after 3:00 p.m. (New York time) on such date, on the next succeeding Business Day) a sum (and interest on such sum as provided in clause (ii) below) equal to the amount so drawn plus all other charges and expenses with respect thereto specified in Section 2.9 or in the applicable Reimbursement Agreement and (ii) interest on any and all amounts remaining unpaid under this Section 2.4 until payment in full at the rate per annum, computed for actual days elapsed based on a 365 or 366 day year, as applicable, equal to (A) the Alternate Base Rate plus the Applicable Margin for such day for the first two days following the due date of any Reimbursement Obligations and (B) the Alternate Base Rate plus the Applicable Margin for such day plus 2% per annum thereafter. The Borrower agrees to pay to the Issuer the amount of all Reimbursement Obligations, interest and other amounts payable to such Issuer under or Obligations owing in connection with respect of any Facility Letter of Credit issued on behalf of such Borrower immediately when due, irrespective of any claim, set-off, defense or other right that such Borrower, the Company or any Subsidiary may have at any time against any Issuer or any other Person, under all circumstances, including including, without limitation, any of the following circumstances:
: (iw) any lack of validity or enforceability of this Agreement or any of the other Loan Facility Documents;
, (iix) the existence of any claim, setoffset-off, defense or other right that any which the Borrower or any Subsidiary may have at any time against a beneficiary named in a Facility Letter of Credit or Credit, any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting), any Issuer, any Lender, Lender or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions transaction between any the Borrower or any Subsidiary and the beneficiary named in any Facility Letter of Credit);
, (iiiy) the validity, sufficiency or genuineness of any draft, certificate or any other document presented under which the Facility Issuer has determined in good faith complies on its face with the terms of the applicable Letter of Credit proving Credit, even if such document should later prove to be have been forged, fraudulent, invalid or insufficient in any respect or any statement therein being shall have been untrue or inaccurate in any respect;
respect or (ivz) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents;
(v) the occurrence of any Default or Unmatured Default;
(vi) payment by the Issuer under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or
(vii) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.15.4, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunderhereof.
(b) The applicable Notwithstanding any provisions to the contrary in any Reimbursement Agreement, the Borrower agrees to reimburse the Issuer shall promptly notify for amounts which the applicable Borrower of any draw Issuer pays under a Facility such Letter of Credit (no later than the time specified in this Agreement. If the Borrower does not pay any such drawReimbursement Obligations when due at any time prior the Letter of Credit Termination Date, an “LC Disbursement”)such Reimbursement Obligations, if in Pounds, shall be deemed to have been converted into the equivalent amount of Dollars on the date due based upon the spot rate of exchange between Dollars and Pounds as determined by the Agent on the Reuters WRLD Page as of the time of determination on such date. Such Borrower In the event that such rate does not appear on any Reuters WRLD Page, the exchange rate shall reimburse be determined by reference to such LC Disbursement other publicly available service for displaying exchange rates as may be agreed upon by the Agent and the Borrower, or, in the currency absence of such LC Disbursement an agreement, such exchange rate shall instead be the arithmetic average of the spot rates of exchange of the Agent in London at or about such time between Dollars and Pounds for delivery two Business Days later; provided that if at the time of any such determination, for any reason, no such spot rate is being quoted, the Agent may use any reasonable method it deems appropriate to determine such rate and such determination shall be presumed correct absent manifest error.
(c) If the Issuer makes a payment on account of any Letter of Credit and is not concurrently reimbursed therefor by paying the Borrower, then as promptly as practical during normal banking hours on the date of its receipt of such notice or, if not practicable on such date, not later than noon (New York time) on the Business Day immediately succeeding such date of notification, each Lender shall deliver to the Administrative Agent for the account of the Issuer, in immediately available funds, the purchase price for such Lender’s interest in such unreimbursed Reimbursement Obligations, which shall be an amount equal to such LC Disbursement not later than 1:00 P.M.Lender’s pro-rata share of such payment. Each Lender shall, Chicago time, on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency of the LC Disbursement, with a Revolving Credit Loan or Swing Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced upon demand by the resulting Revolving Credit Loan or Swing Loan. Any Reimbursement Obligation with respect to any Facility Letter Issuer, pay the Issuer interest on such Lender’s pro-rata share of Credit shall bear interest such draw from the date of payment by the relevant drawings under the pertinent Facility Issuer on account of such Letter of Credit until the date of delivery of such funds to the Issuer by such Lender at (i) a rate per annum, computed for actual days elapsed based on a 360-day year, equal to the Federal Funds Effective Rate on the amount of the unreimbursed Reimbursement Obligations, if in Dollars, or the equivalent amount of Dollars calculated in the case manner provided in paragraph (b), if in Pounds, for such period; provided, that such payments shall be made by the Lenders only in the event and to the extent that the Issuer is not reimbursed in full by the Borrower for interest on the amount of any draw on the Letters of Credit.
(d) At any time after the Issuer has made a payment on account of any Letter of Credit and has received from any other Lender such Lender’s pro-rata share of such Obligations denominated payment, such Issuer shall, forthwith upon its receipt of any reimbursement (in U.S. Dollarswhole or in part) by the Borrower for such payment, or of any other amount from the Borrower or any other Person in respect of such payment (including, without limitation, any payment of interest rate or penalty fees and any payment under any collateral account agreement of the Borrower or any Facility Document but excluding any transfer of funds from any other Lender pursuant to Section 2.4(c)), transfer to such other Lender such other Lender’s ratable share of such reimbursement or other amount; provided, that interest shall accrue for Floating Rate Loans or (ii) the benefit of such Lender from the time such Issuer has made a payment on account of any Letter of Credit; provided, further, that in the case event that the receipt by the Issuer of such Obligations denominated reimbursement or other amount is found to have been a transfer in an Available Foreign Currencyfraud of creditors or a preferential payment under the United States Bankruptcy Code or is otherwise required to be returned, at such Lender shall promptly return to the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined Issuer any portion thereof previously transferred by the Administrative Agent. In addition Issuer to its other rightssuch Lender, but without interest to the Issuers extent that interest is not payable by the Issuer in connection therewith.
(e) All payments in respect of Reimbursement Obligations shall also have all rights for indemnification and reimbursement as each Lender is entitled under this Agreementbe in Dollars.
Appears in 2 contracts
Sources: Credit Agreement (Navigators Group Inc), Credit Agreement (Navigators Group Inc)
Reimbursement Obligations. (a) The applicable Borrower’s obligation Borrower hereby unconditionally and irrevocably agrees to reimburse LC Disbursements shall be absolute, unconditional and irrevocable, and Issuing Lender for each Borrower agrees to pay to the applicable Issuer the amount of all Reimbursement Obligations, interest and other amounts payable to such Issuer payment or disbursement made by Issuing Lender under or in connection with any Facility Letter of Credit issued honoring any demand for payment made thereunder, in each case within 2 Business Days after Borrower has been notified that such payment or disbursement has been made. Issuing Lender shall promptly notify Borrower and Agent whenever any demand for payment is made under any Letter of Credit. Any amount not reimbursed on behalf the date of such payment or disbursement (whether or not through the making of a Loan pursuant to Section 2.3.4) shall bear interest from the date of such payment or disbursement to the date that Issuing Lender is reimbursed by Borrower immediately when duetherefor, irrespective payable on demand, at the interest rate per annum from time to time in effect for Revolving Loans which are Base Rate Loans plus 2%.
(b) Borrower's reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (i) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (ii) the existence of any claim, set-off, defense or other right that such Borrower, the Company or which any Subsidiary may have at any time against any Issuer or any other Person, under all circumstances, including without limitation, any of the following circumstances:
(i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents;
(ii) the existence of any claim, setoff, defense or other right that any Borrower or any Subsidiary Party may have at any time against a beneficiary named in a Facility Letter of Credit or Credit, any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting), any IssuerAgent, Issuing Lender, any Lender, Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any Facility Letter of Creditother Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transactions transaction between any Borrower or any Subsidiary Loan Party and the beneficiary named in any Facility Letter of Credit);
, (iii) the validity, sufficiency or genuineness of any draftdocument which Issuing Lender (or, certificate or as applicable, the issuer of any other document presented under underlying letter of credit) has determined complies on its face with the Facility terms of the applicable Letter of Credit proving (or, if applicable, underlying letter of credit), even if such document should later prove to be have been forged, fraudulent, invalid or insufficient in any respect or any statement therein being shall have been untrue or inaccurate in any respect;
, or (iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents;
(v) the occurrence of any Default or Unmatured Default;
(vi) payment by the Issuer under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or
(vii) any other event or circumstance whatsoever, whether or not similar to any hereof. None of the foregoing, that mighthowever, but for the provisions of this Section 2.15.4, shall constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder.
(b) The applicable Issuer shall promptly notify the applicable waiver by Borrower of any draw under a Facility Letter of Credit (any such drawits rights hereunder or at law, an “LC Disbursement”). Such or preclude independent action by Borrower shall reimburse such LC Disbursement in the currency on account of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago time, on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency of the LC Disbursement, with a Revolving Credit Loan or Swing Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Loan or Swing Loan. Any Reimbursement Obligation with respect to any Facility Letter of Credit shall bear interest from the date of the relevant drawings under the pertinent Facility Letter of Credit at (i) in the case of such Obligations denominated in U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition to its other rights, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this Agreement.
Appears in 2 contracts
Sources: Credit Agreement (American Coin Merchandising Inc), Credit Agreement (American Coin Merchandising Inc)
Reimbursement Obligations. (a) The applicable Borrower’s obligation In the event of any drawing under a Letter of Credit, the Issuing Lender shall promptly notify the Borrower who shall immediately reimburse the amount drawn to the Issuing Lender in same day funds. In the event that the Borrower fails to reimburse LC Disbursements the Issuing Lender after such notification and fails to provide a Notice of Borrowing with a different option, the Borrower shall be deemed to have requested from, and given notice to, the Agent of a Prime Rate Advance, if the Letter of Credit is payable in Canadian Dollars, or a US Base Rate Advance, if the Letter of Credit is payable in US Dollars or Euros (with any drawing under a Letter of Credit payable in Euros being converted into US Dollars in accordance with the provisions hereof), on the date and in the amount of the drawing, the proceeds of which will be used to satisfy the reimbursement obligations of the Borrower to the Lenders in respect of the drawing under such Letter of Credit. The reimbursement obligations of the Borrower hereunder shall be absolute, unconditional and irrevocable, irrevocable and each Borrower agrees to pay to shall be performed strictly in accordance with the applicable Issuer the amount terms of this Agreement under any and all Reimbursement Obligations, interest circumstances whatsoever and other amounts payable to such Issuer under irrespective of:
3.3.5.1 any lack of validity or in connection with enforceability of any Facility Letter of Credit issued on behalf of such Borrower immediately when due, irrespective or this Agreement or any term or provision therein or herein;
3.3.5.2 the existence of any claim, set-off, defense compensation, defence or other right that such the Borrower, the Company any other Obligor or any Subsidiary other Person may have at any time have against the beneficiary under any Issuer or any other PersonLetter of Credit, under all circumstancesthe Issuing Lender, including without limitationthe Agent, any of the following circumstances:
(i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents;
(ii) the existence of any claim, setoff, defense or other right that any Borrower or any Subsidiary may have at any time against a beneficiary named in a Facility Letter of Credit or any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting), any Issuer, any Lender, Lender or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein Agreement or any other related or unrelated transactions (including any underlying transactions between any Borrower agreement or any Subsidiary and the beneficiary named in any Facility Letter of Credit)transaction;
(iii) 3.3.5.3 any draft, certificate draft or any other document presented under the Facility a Letter of Credit proving to be forged, fraudulent, fraudulent or invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(iv) 3.3.5.4 any dispute between or among the surrender or impairment Obligors and any beneficiary of any security for Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the performance Obligors against any beneficiary of such Letter of Credit or observance any such transferee;
3.3.5.5 the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or any of the terms of rights or benefits thereunder or proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any of the Loan Documents;reason; and
(v) 3.3.5.6 the occurrence of any Default or Unmatured Default;
(vi) event including the commencement of legal proceedings to prohibit payment by the Issuer under Issuing Lender of a Letter of Credit. The obligations of the Borrower hereunder with respect to Letters of Credit against presentation shall remain in full force and effect and shall apply to any amendment to or extension of a draft or other document that does not comply with the terms expiration date of such any Letter of Credit; or
(vii) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.15.4, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder.
(b) The applicable Issuer shall promptly notify the applicable Borrower of any draw under a Facility Letter of Credit (any such draw, an “LC Disbursement”). Such Borrower shall reimburse such LC Disbursement in the currency of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago time, on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency of the LC Disbursement, with a Revolving Credit Loan or Swing Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Loan or Swing Loan. Any Reimbursement Obligation with respect to any Facility Letter of Credit shall bear interest from the date of the relevant drawings under the pertinent Facility Letter of Credit at (i) in the case of such Obligations denominated in U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition to its other rights, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Agnico Eagle Mines LTD), Credit Agreement (Agnico Eagle Mines LTD)
Reimbursement Obligations. (a) The applicable Borrower’s obligation to reimburse LC Disbursements shall be absolute, unconditional and irrevocable, and each Each Borrower agrees to pay to the applicable Issuer the amount of all Reimbursement Obligations, interest and other amounts payable to such the Issuer under or in connection with any Facility Letter of Credit issued on behalf of such Borrower immediately when due, irrespective of any claim, set-off, defense or other right that such which the Borrower, the Company or any Subsidiary may have at any time against any the Issuer or any other Person, under all circumstances, including without limitation, any of the following circumstances:
(i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents;
(ii) the existence of any claim, setoff, defense or other right that which any Borrower or any Subsidiary may have at any time against a beneficiary named in a Facility Letter of Credit or any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting), any Issuer, any Lender, or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between any Borrower or any Subsidiary and the beneficiary named in any Facility Letter of Credit);
(iii) any draft, certificate or any other document presented under the Facility Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents;
(v) the occurrence of any Default or Unmatured Default;
(vi) payment by the Issuer under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or
(vii) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.15.4, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder.
(b) The applicable Issuer shall promptly notify the applicable Borrower of any draw under a Facility Letter of Credit (any such draw, an “LC Disbursement”). Such Borrower shall reimburse such LC Disbursement in the currency of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago time, on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency of the LC Disbursement, with a Revolving Credit Loan or Swing Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Loan or Swing Loan. Any Reimbursement Obligation with respect to any Facility Letter of Credit shall bear interest from the date of the relevant drawings under the pertinent Facility Letter of Credit at (i) in the case of such Obligations denominated in U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition to its other rights, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this Agreement.Facility
Appears in 2 contracts
Sources: Credit Agreement (Meritor Automotive Inc), Credit Agreement (Meritor Automotive Inc)
Reimbursement Obligations. (a) The applicable Borrower’s obligation to reimburse LC Disbursements shall be absolute, unconditional and irrevocable, and each Borrower agrees to pay to the applicable Issuer Issuer, for the account of the Lenders, as applicable, the amount of all Reimbursement Obligations, interest and other amounts payable to such the Issuer under or in connection with any Facility Letter of Credit issued on behalf of such Borrower immediately when due, irrespective of any claim, set-off, defense or other right that such Borrower, which the Company Borrower or any Subsidiary may have at any time against any the Issuer or any other Person, under all circumstances, including without limitation, any of the following circumstances:
(i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents;
(ii) the existence of any claim, setoff, defense or other right that any which the Borrower or any Subsidiary may have at any time against a beneficiary named in a Facility Letter of Credit or any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting), any the Issuer, any Lender, or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between any the Borrower or any Subsidiary and the beneficiary named in any Facility Letter of Credit);
(iii) any draft, certificate or any other document presented under the Facility Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents;; or
(v) the occurrence of any Default or Unmatured Default;
(vi) payment by the Issuer under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or
(vii) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.15.4, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder.
(b) The applicable Issuer shall promptly notify the applicable Borrower of any draw under a Facility Letter of Credit (any such draw, an “LC Disbursement”). Such Borrower shall reimburse such LC Disbursement in the currency of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago time, on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency of the LC Disbursement, with a Revolving Credit Loan or Swing Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Loan or Swing Loan. Any Reimbursement Obligation with respect to any Facility Letter of Credit shall bear interest from the date of the relevant drawings under the pertinent Facility Letter of Credit at (i) in the case of such Obligations denominated in U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition to its other rights, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this Agreement.Facility
Appears in 2 contracts
Sources: Credit Agreement (Platinum Technology Inc), Credit Agreement (Platinum Technology International Inc)
Reimbursement Obligations. The Applicant hereby agrees to reimburse the Bank forthwith upon demand in an amount equal to any payment or disbursement made by the Bank under any Letter of Credit or any time draft issued pursuant thereto, together with interest on the amount so paid or disbursed by the Bank from and including the date of payment or disbursement to but not including the date the Bank is reimbursed by the Applicant at a rate per annum equal to the Prime Rate from time to time in effect plus 2% (or, if less, the maximum rate permitted by applicable law). The obligation of the Applicant to reimburse the Bank under this Section 3 for payments and disbursements made by the Bank under any Letter of Credit or any time draft issued pursuant thereto shall be absolute and unconditional under any and all circumstances, including, without limitation, the following:
(a) The applicable Borrower’s obligation to reimburse LC Disbursements shall be absolute, unconditional and irrevocable, and each Borrower agrees to pay to the applicable Issuer the amount any failure of all Reimbursement Obligations, interest and other amounts payable to any Item presented under such Issuer under or in connection with any Facility Letter of Credit issued on behalf to strictly comply with the terms of such Borrower immediately when dueLetter of Credit;
(b) the legality, irrespective validity, regularity or enforceability of such Letter of Credit or of any Item presented thereunder;
(c) any defense based on the identity of the transferee of such Letter of Credit or the sufficiency of the transfer if such Letter of Credit is transferable;
(d) the existence of any claim, set-off, defense or other right that such Borrower, the Company or any Subsidiary Applicant may have at any time against any Issuer beneficiary or any other Person, under all circumstances, including without limitation, any transferee of the following circumstances:
(i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents;
(ii) the existence of any claim, setoff, defense or other right that any Borrower or any Subsidiary may have at any time against a beneficiary named in a Facility such Letter of Credit or any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting)Credit, any Issuer, any Lender, the Bank or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein hereby or any unrelated transactions (including any underlying transactions between any Borrower or any Subsidiary and the beneficiary named in any Facility Letter of Credit)transaction;
(iiie) any draft, certificate or any other document Item presented under the Facility such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(ivf) honor of a demand for payment presented electronically even if such Letter of Credit requires that demand be in the surrender or impairment form of any security for the performance or observance of any of the terms of any of the Loan Documentsa draft;
(vg) waiver by the occurrence Bank of any Default requirement that exists for the Bank’s protection and not the protection of the Applicant or Unmatured Defaultany waiver by the Bank which does not in fact materially prejudice the Applicant;
(vih) any payment made by the Issuer under a Bank in respect of an Item presented after the date specified as the expiration date of, or the date by which documents must be received under, such Letter of Credit against presentation of a draft if payment after such date is authorized by the ISP, the UCC or other document that does not comply with the terms of such Letter of CreditUCP, as applicable; or
(viii) any other event circumstance or circumstance happening whatsoever, whether or not similar to any of the foregoing, ; provided that might, but the Applicant shall not be obligated to reimburse the Bank for any wrongful payment or disbursement made by the provisions of this Section 2.15.4, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder.
(b) The applicable Issuer shall promptly notify the applicable Borrower of Bank under any draw under a Facility Letter of Credit (as a result of any such draw, an “LC Disbursement”). Such Borrower shall reimburse such LC Disbursement in the currency of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago time, act or omission constituting gross negligence or willful misconduct on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency part of the LC Disbursement, with a Revolving Credit Loan or Swing Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Loan or Swing Loan. Any Reimbursement Obligation with respect to any Facility Letter of Credit shall bear interest from the date of the relevant drawings under the pertinent Facility Letter of Credit at (i) in the case of such Obligations denominated in U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition to its other rights, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this AgreementBank.
Appears in 2 contracts
Sources: Credit Agreement (Nashua Corp), Master Letter of Credit Agreement (Akorn Inc)
Reimbursement Obligations. (a) The applicable Borrower’s obligation obligations of the Transferor to reimburse LC Disbursements such L/C Issuer upon a drawing under a Letter of Credit, shall be absolute, unconditional and irrevocable, and each Borrower agrees shall be performed strictly in accordance with the terms of this Article II under all circumstances, including without regard to pay to any of the applicable following circumstances:
(i) any set-off, counterclaim, recoupment, defense or other right which such L/C Issuer may have against the amount Agent, the Transferor, any Transferring Affiliate, the Administrative Agents, the Bank Investors, the Conduit Investors or any other Person for any reason whatsoever;
(ii) any lack of all Reimbursement Obligations, interest and other amounts payable to such Issuer under validity or in connection with enforceability of any Facility Letter of Credit issued or any set-off, counterclaim, recoupment, defense or other right which the Transferor or a Transferring Affiliate on behalf of such Borrower immediately when duewhich a Letter of Credit has been issued may have against the Agent, irrespective the Administrative Agents, the Bank Investors, the Conduit Investors or any other Person for any reason whatsoever;
(iii) any claim of breach of warranty that might be made by the Transferor, any Transferring Affiliate or any L/C Issuer against the beneficiary of a Letter of Credit, or the existence of any claim, set-off, defense or other right that such Borrowerwhich the Transferor, the Company any Transferring Affiliate or any Subsidiary may have at any time against any L/C Issuer or any other Person, under all circumstances, including without limitation, any of the following circumstances:
(i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents;
(ii) the existence of any claim, setoff, defense or other right that any Borrower or any Subsidiary may have at any time against a beneficiary, any successor beneficiary named in a Facility Letter of Credit or any transferee of any Facility Letter of Credit or the proceeds thereof (or any Person Persons for whom any such transferee may be acting), any L/C Issuer, any Lenderthe Agent, the Administrative Agents, the Bank Investors, the Conduit Investors or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein or any unrelated transactions transaction (including any underlying transactions transaction between any Borrower the Transferor or any Subsidiary Affiliates of the Transferor and the beneficiary named in for which any Facility Letter of CreditCredit was procured);
(iiiiv) the lack of power or authority of any signer of, or lack of validity, sufficiency, accuracy, enforceability or genuineness of, any draft, demand, instrument, certificate or any other document presented under the Facility any Letter of Credit Credit, or any such draft, demand, instrument, certificate or other document proving to be forged, fraudulent, invalid invalid, defective or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(iv) , even if the surrender Agent, any Administrative Agent or impairment of any security for the performance or observance of any of the terms of any of the Loan DocumentsL/C Issuer has been notified thereof;
(v) the occurrence of any Default or Unmatured Default;
(vi) payment by the an L/C Issuer under a any Letter of Credit against presentation of a demand, draft or certificate or other document that which does not comply with the terms of such Letter of Credit other than as a result of the gross negligence or willful misconduct of such L/C Issuer;
(vi) the solvency of, or any acts or omissions by, any beneficiary of any Letter of Credit; or, or any other Person having a role in any transaction or obligation relating to a Letter of Credit, or the existence, nature, quality, quantity, condition, value or other characteristic of any property or services relating to a Letter of Credit;
(vii) any failure by an L/C Issuer or any of the L/C Issuer’s Affiliates to issue any Letter of Credit in the form requested by the Transferor, unless such L/C Issuer has received written notice from the Transferor of such failure within three Business Days after such L/C Issuer shall have furnished the Transferor a copy of such Letter of Credit and such error is material and no drawing has been made thereon prior to receipt of such notice;
(viii) any Material Adverse Effect on the Transferor, any Transferring Affiliate or any Affiliates thereof;
(ix) any breach of this Agreement or any Transaction Document by any party thereto;
(x) the occurrence or continuance of an insolvency proceeding with respect to the Transferor, any Transferring Affiliate or any Affiliate thereof;
(xi) the fact that a Termination Event or a Potential Termination Event shall have occurred and be continuing;
(xii) the fact that this Agreement or the obligations of the Transferor or the Collection Agent hereunder shall have been terminated; and
(xiii) any other event circumstance or circumstance happening whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.15.4, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder.
(b) The applicable Issuer shall promptly notify the applicable Borrower of any draw under a Facility Letter of Credit (any such draw, an “LC Disbursement”). Such Borrower shall reimburse such LC Disbursement in the currency of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago time, on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency of the LC Disbursement, with a Revolving Credit Loan or Swing Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Loan or Swing Loan. Any Reimbursement Obligation with respect to any Facility Letter of Credit shall bear interest from the date of the relevant drawings under the pertinent Facility Letter of Credit at (i) in the case of such Obligations denominated in U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition to its other rights, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this Agreement.
Appears in 2 contracts
Sources: Transfer and Administration Agreement (Fresenius Medical Care AG & Co. KGaA), Transfer and Administration Agreement (Fresenius Medical Care AG & Co. KGaA)
Reimbursement Obligations. (i) The Borrowers hereby unconditionally and irrevocably agree to reimburse the Issuing Bank for each payment or disbursement made by the Issuing Bank under any Letter of Credit honoring any demand for payment made by the beneficiary thereunder, in each case on the date that such payment or disbursement is made. Any amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Issuing Bank is reimbursed by the Borrowers therefor, payable on demand, at a rate per annum equal to the Alternate Base Rate from time to time in effect plus the Applicable Margin from time to time in effect plus, upon the election of the Issuing Bank, any Agent or the Required Lenders, 2% (without duplication of any default interest charge imposed on such unreimbursed amounts, if any, pursuant to Section 2.07). The Issuing Bank shall notify the Borrowers and the Collateral Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the Issuing Bank to so notify the Borrowers or the Collateral Agent shall not affect the rights of the Issuing Bank or the Lenders in any manner whatsoever.
(ii) The Borrower's reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (a) The applicable Borrower’s obligation to reimburse LC Disbursements shall be absolute, unconditional and irrevocable, and each Borrower agrees to pay to the applicable Issuer the amount any lack of all Reimbursement Obligations, interest and other amounts payable to such Issuer under validity or in connection with enforceability of any Facility Letter of Credit issued on behalf of such Borrower immediately when dueCredit, irrespective this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense or other right that such Borrower, the Company or which any Subsidiary may have at any time against any Issuer or any other Person, under all circumstances, including without limitation, any of the following circumstances:
(i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents;
(ii) the existence of any claim, setoff, defense or other right that any Borrower or any Subsidiary Party may have at any time against a beneficiary named in a Facility Letter of Credit or Credit, any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting), any IssuerAgent, the Issuing Bank, any Lender, Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any Facility Letter of Creditother Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transactions transaction between any Borrower or any Subsidiary Loan Party and the beneficiary named in any Facility Letter of Credit);
, (iiic) the validity, sufficiency or genuineness of any draft, certificate or any other document presented under which the Facility Issuing Bank has determined complies on its face with the terms of the applicable Letter of Credit proving Credit, even if such document should later prove to be have been forged, fraudulent, invalid or insufficient in any respect or any statement therein being shall have been untrue or inaccurate in any respect;
, or (ivd) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by any Agent or any Lender (excluding any Lender in its capacity as the Issuing Bank) under or in connection with any Letter of Credit or any related matters shall result in any liability of any Agent or any Lender to the Borrowers, or relieve the Borrowers of any of the Loan Documents;
(v) the occurrence of any Default or Unmatured Default;
(vi) payment by the Issuer under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or
(vii) any other event or circumstance whatsoever, whether or not similar its obligations hereunder to any of the foregoing, that might, but for the provisions of this Section 2.15.4, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereundersuch Person.
(b) The applicable Issuer shall promptly notify the applicable Borrower of any draw under a Facility Letter of Credit (any such draw, an “LC Disbursement”). Such Borrower shall reimburse such LC Disbursement in the currency of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago time, on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency of the LC Disbursement, with a Revolving Credit Loan or Swing Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Loan or Swing Loan. Any Reimbursement Obligation with respect to any Facility Letter of Credit shall bear interest from the date of the relevant drawings under the pertinent Facility Letter of Credit at (i) in the case of such Obligations denominated in U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition to its other rights, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this Agreement.
Appears in 1 contract
Reimbursement Obligations. (a) The applicable Borrower’s obligation of Borrowers to reimburse LC Disbursements shall be absoluteAdministrative Agent or any Revolving Loan Lender for payments made under, unconditional and irrevocable, and each Borrower agrees to pay to the applicable Issuer the amount of all Reimbursement Obligations, interest and other amounts payable to such Issuer under or in connection with with, any Facility Lender Letter of Credit issued on behalf shall be unconditional and irrevocable and shall be paid under all circumstances strictly in accordance with the terms of such Borrower immediately when duethis Agreement including, irrespective without limitation, the following circumstances:
(a) any lack of validity or enforceability of any Lender Letter of Credit, or any other agreement;
(b) the existence of any claim, set-off, defense or other right that such which a Borrower, any of its Affiliates, any Agent or Revolving Loan Lender, on the Company or any Subsidiary one hand, may have at any time have against any Issuer beneficiary or any other Person, under all circumstances, including without limitation, any of the following circumstances:
(i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents;
(ii) the existence of any claim, setoff, defense or other right that any Borrower or any Subsidiary may have at any time against a beneficiary named in a Facility Letter of Credit or any transferee of any Facility Lender Letter of Credit (or any Person Persons for whom any such transferee may be acting), any Issuer, any Lender, Agent or Revolving Loan Lender or any other Person, on the other hand, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein or any unrelated transactions transaction (including any underlying transactions transaction between any a Borrower or any Subsidiary of its Affiliates and the beneficiary named in any Facility of the Lender Letter of Credit);
(iiic) any draft, demand, certificate or any other document presented under the Facility any Lender Letter of Credit proving is alleged to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(ivd) any adverse change in the surrender business, operations, properties, assets, condition (financial or impairment otherwise) or prospects of any security for the performance Loan Parties or observance of any of the terms of any of the Loan Documentstheir Subsidiaries;
(ve) the occurrence any breach of this Agreement or any Default or Unmatured Defaultother Loan Document by any party thereto;
(vi) payment by the Issuer under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or
(viif) any other event circumstance or circumstance happening whatsoever, whether or not similar to any of the foregoing, ; the fact that might, but for the provisions a Default or an Event of this Section 2.15.4, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder.Default shall have occurred and be continuing; or
(bg) The applicable Issuer shall promptly notify the applicable Borrower of payment under any draw under a Facility Lender Letter of Credit (any such drawagainst presentation of a demand, an “LC Disbursement”). Such Borrower shall reimburse such LC Disbursement in draft or certificate or other document which does not comply with the currency terms of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago time, on the Business Day immediately following the day that such Borrower receives such noticeLender Letter of Credit; provided that a Borrower maythat, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency of the LC Disbursement, with a Revolving Credit Loan or Swing Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Loan or Swing Loan. Any Reimbursement Obligation with respect to any Facility Letter of Credit shall bear interest from the date of the relevant drawings under the pertinent Facility Letter of Credit at (i) in the case of any payment by Administrative Agent or a Revolving Loan Lender under any Lender Letter of Credit, Administrative Agent or such Obligations denominated in U.S. Dollars, the interest rate for Floating Rate Loans Revolving Loan Lender has not acted with gross negligence or willful misconduct (iias determined by a court of competent jurisdiction) in determining that the case demand for payment under such Lender Letter of Credit complies on its face with any applicable requirements for a demand for payment under such Obligations denominated in an Available Foreign Currency, at the correlative floating rate Lender Letter of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition to its other rights, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this AgreementCredit.
Appears in 1 contract
Sources: Loan Agreement (Recoton Corp)
Reimbursement Obligations. (a) The applicable Borrower’s obligation to reimburse LC Disbursements shall be absolute, unconditional and irrevocable, and each Each Borrower agrees to pay to the applicable Issuer Agent, without duplication, the amount of all Reimbursement Obligations, interest and other amounts payable to such Issuer the Agent under or in connection with any Facility Letter of Credit issued on behalf of such Borrower immediately when due, irrespective of any claim, set-off, defense or other right that such Borrower, the Company which any Borrower or any Subsidiary may have at any time against any the Issuer or any other Person, under all circumstances, including without limitation, any of the following circumstances:
(i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents;
(ii) the existence of any claim, setoff, defense or other right that which any Borrower or any Subsidiary may have at any time against a beneficiary named in a Facility Letter of Credit or any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting), any the Issuer, any Lender, or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between any Borrower or any Subsidiary and the beneficiary named in any Facility Letter of Credit);
(iii) any draft, certificate or any other document presented under the Facility Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respectrespect (provided that, if all Reimbursement Obligations have been paid in full and there is no Default or Event of Default, the Issuer shall assign, without recourse, representation or warranty, to the Borrower any claim, if any, it may have against any person that has drawn on a Facility Letter of Credit pursuant to a draft, certificate or other document which was forged, fraudulent, invalid or insufficient in any respect or any statement therein being true or inaccurate in any respect pursuant to such Facility Letter of Credit);
(iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents;
(v) the occurrence of any Default or Unmatured Event of Default;
(vi) payment by the Issuer under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or
(vii) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.15.4, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder.
(b) The applicable Issuer shall promptly notify the applicable relevant Borrower of any draw under a Facility Letter of Credit (any such draw, an “LC Disbursement”). Such Borrower shall reimburse such LC Disbursement in the currency of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago time, on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency of the LC Disbursement, with a Revolving Credit Loan or Swing Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Loan or Swing Loan. Any Reimbursement Obligation with respect to any Facility Letter of Credit shall bear interest from the date of the relevant drawings under the pertinent Facility Letter of Credit at (i) in the case of such Obligations denominated in U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition to its other rights, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this Agreement.Facility
Appears in 1 contract
Sources: Credit Agreement (Lason Inc)
Reimbursement Obligations. (a) The applicable Borrower’s obligation to 3.3.1. Borrowers shall reimburse LC Disbursements shall be absolute, unconditional and irrevocable, and each Borrower agrees to pay to the applicable Issuer the amount Agent (and during any period that an Event of all Reimbursement ObligationsDefault exists, interest and other amounts payable to such Issuer under or in connection with any Facility Letter of Credit issued on behalf of such Borrower immediately when due, irrespective of any claim, set-off, defense or other right that such Borrower, the Company or any Subsidiary may have at any time against any Issuer or any other Person, under all circumstances, including without limitation, any of the following circumstanceseach Lender) for:
(i) all reasonable legal, accounting, appraisal, consulting and other fees and out-of-pocket expenses incurred by such Agent (and during any lack period that an Event of validity Default exists, any Lender) in connection with (a) the negotiation and preparation of any of the Credit Documents or enforceability any amendment or modification thereto; (b) the administration of this Agreement the Credit Documents and the transactions contemplated thereby, subject to Section 3.2.2 hereof; and (c) any inspection of or audits conducted with respect to such Borrower’s or any Canadian Subsidiary Guarantor’s, as applicable, books and records or any of the other Loan Documents;Collateral, subject to Section 3.2.2 hereof; and
(ii) all legal, accounting, appraisal, consulting and other fees and out-of-pocket expenses incurred by the existence applicable Agent (and during any period that an Event of Default exists, any Lender) in connection with: (a) any effort to verify, protect, appraise (subject to Section 3.2.2 hereof), preserve, or restore any of the Collateral or to collect, sell, liquidate or otherwise dispose of or realize upon any of the Collateral; (b) any litigation, contest, dispute, suit, proceeding or action (whether instituted by or against such Agent, any applicable Lender, any applicable Borrower or any other Person) in any way arising out of or relating to any of the Collateral (or the validity, perfection or priority of such Agent’s Liens thereon), any of the Credit Documents or the validity, allowance or amount of any claimof the Obligations (unless such litigation is between Borrowers and the Canadian Subsidiary Guarantors and/or Agents and/or Lenders and a court having jurisdiction renders a final, setoffnon appealable judgment against Agents and/or Lenders, defense in which event Borrowers shall not be liable for, as applicable, Agents’ or Lenders’ costs of such litigation); (c) the protection or enforcement of any rights or remedies of such Agent or any applicable Lender in any Insolvency Proceeding; (d) any other right that action taken by such Agent or any applicable Lender to enforce any of the rights or remedies of such Agent or such Lender against any Borrower or any Subsidiary may have at any time against a beneficiary named in a Facility Letter of Credit or any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting), any Issuer, any Lender, or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between any Borrower or any Subsidiary and the beneficiary named in any Facility Letter of Credit);
(iii) any draft, certificate or any other document presented under the Facility Letter of Credit proving Account Debtors to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(iv) the surrender or impairment of any security for the performance or observance enforce collection of any of the terms Obligations or payments with respect to any of the Collateral; (e) any waiver of any Default or Event of Default under any of the Credit Documents, or any restructuring or forbearance with respect thereto; and (f) any action taken to perfect or maintain the perfection or priority of the applicable Agent’s Liens with respect to any of the Collateral. All amounts chargeable to Borrowers under this Section 3.3 shall constitute Obligations that are secured by all of the applicable Collateral and shall be payable on demand to the applicable Agent. Borrowers also shall reimburse the applicable Agent for expenses incurred by such Agent in its administration of any of the Loan Collateral to the extent and in the manner provided in Section 8 hereof or in any of the other Credit Documents;. The foregoing shall be in addition to, and shall not be construed to limit, any other provision of any of the Credit Documents regarding the reimbursement by Obligors of costs, expenses or liabilities suffered or incurred by any Agent or any Lender.
3.3.2. If at any time, in connection with the administration of the Credit Documents or the normal day-to-day operations and maintenance of the Loans, Administrative Agent or (with the consent of Administrative Agent) BAS or any Lender shall agree to indemnify any Person (including Bank of America or Bank of America-Canada Branch) against losses or damages that such Person may suffer or incur in its dealings or transactions with Borrowers and any Canadian Subsidiary Guarantor, or shall guarantee or provide assurance of payment or performance of any liability or obligation of Borrowers or any Canadian Subsidiary Guarantor to such Person, including with respect to Bank Product Debt, then the Contingent Obligation of any Agent or any Lender providing any such indemnity, guaranty or other assurance of payment or performance, together with any payment made or liability incurred by any Agent or any Lender in connection therewith, shall constitute Obligations that are secured by the Collateral and Borrowers shall repay, on demand, any amount so paid or any liability incurred by any Agent or any Lender in connection with any such indemnity, guaranty or assurance, except that repayment pursuant to Section 2.3.3
(vi) shall be due as set forth in that Section. Nothing herein shall be construed to impose upon any Agent or any Lender any obligation to provide any such indemnity, guaranty or assurance except to the extent provided in Section 2.3 hereof. Administrative Agent shall use reasonable efforts to notify Borrower Agent of such indemnity, guaranty or assurance to the extent that such indemnity, guaranty or assurance has not otherwise been expressly requested by Borrowers.
3.3.3. In the event that any financial statement or Borrowing Base Certificate delivered pursuant to Section 10.1.3 or 8.4 is shown to be inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected would have led to a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) Borrowers shall immediately deliver to Administrative Agent correct financial statements and a correct Borrowing Base Certificate for such Applicable Period, (ii) the occurrence Applicable Margin shall be determined by reference to the correct financial statements and . corrected Borrowing Base Certificate (but in no event shall Lenders owe any amounts to Borrowers), and (iii) Borrowers shall immediately pay to the applicable Agent the additional interest owing as a result of any Default or Unmatured Default;
(vi) such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Issuer under a Letter of Credit against presentation of a draft or other document that does not comply applicable Agent in accordance with the terms hereof. This Section 3.3.3 shall not limit the rights of such Letter of Credit; or
(vii) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.15.4, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations Agent and Lenders hereunder.
(b) The applicable Issuer shall promptly notify the applicable Borrower of any draw under a Facility Letter of Credit (any such draw, an “LC Disbursement”). Such Borrower shall reimburse such LC Disbursement in the currency of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago time, on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency of the LC Disbursement, with a Revolving Credit Loan or Swing Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Loan or Swing Loan. Any Reimbursement Obligation with respect to any Facility Letter of Credit shall bear interest from the date of the relevant drawings under the pertinent Facility Letter of Credit at (i) in the case of such Obligations denominated in U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition to its other rights, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this Agreement.
Appears in 1 contract
Reimbursement Obligations. The Applicant hereby agrees to reimburse the Bank forthwith upon demand in an amount equal to any payment or disbursement made by the Bank under any Letter of Credit or any time draft issued pursuant thereto, together with interest on the amount so paid or disbursed by the Bank from and including the date of payment or disbursement to but not including the date the Bank is reimbursed by the Applicant at a rate per annum equal to the Prime Rate from time to time in effect plus 2% (or, if less, the maximum rate permitted by applicable law). The obligation of the Applicant to reimburse the Bank under this Section 3 for payments and disbursements made by the Bank under any Letter of Credit or any time draft issued pursuant thereto shall be absolute and unconditional under any and all circumstances, including, without limitation, the following:
(a) The applicable Borrower’s obligation to reimburse LC Disbursements shall be absolute, unconditional and irrevocable, and each Borrower agrees to pay to the applicable Issuer the amount any failure of all Reimbursement Obligations, interest and other amounts payable to any Item presented under such Issuer under or in connection with any Facility Letter of Credit issued on behalf to strictly comply with the terms of such Borrower immediately when dueLetter of Credit;
(b) the legality, irrespective validity, regularity or enforceability of such Letter of Credit or of any Item presented thereunder;
(c) any defense based on the identity of the transferee of such Letter of Credit or the sufficiency of the transfer if such Letter of Credit is transferable;
(d) the existence of any claim, set-off, defense or other right that such Borrower, the Company or any Subsidiary Applicant may have at any time against any Issuer beneficiary or any other Person, under all circumstances, including without limitation, any transferee of the following circumstances:
(i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents;
(ii) the existence of any claim, setoff, defense or other right that any Borrower or any Subsidiary may have at any time against a beneficiary named in a Facility such Letter of Credit or any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting)Credit, any Issuer, any Lender, the Bank or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein hereby or any unrelated transactions (including any underlying transactions between any Borrower or any Subsidiary and the beneficiary named in any Facility Letter of Credit)transaction;
(iiie) any draft, certificate or any other document Item presented under the Facility such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(ivf) honor of a demand for payment presented electronically even if such Letter of Credit requires that demand be in the surrender or impairment form of any security for the performance or observance of any of the terms of any of the Loan Documentsa draft;
(vg) waiver by the occurrence Bank of any Default requirement that exists for the Bank's protection and not the protection of the Applicant or Unmatured Defaultany waiver by the Bank which does not in fact materially prejudice the Applicant;
(vih) any payment made by the Issuer under a Bank in respect of an Item presented after the date specified as the expiration date of, or the date by which documents must be received under, such Letter of Credit against presentation of a draft if payment after such date is authorized by the ISP, the UCC or other document that does not comply with the terms of such Letter of CreditUCP, as applicable; or
(viii) any other event circumstance or circumstance happening whatsoever, whether or not similar to any of the foregoing, ; provided that might, but the Applicant shall not be obligated to reimburse the Bank for any wrongful payment or disbursement made by the provisions of this Section 2.15.4, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder.
(b) The applicable Issuer shall promptly notify the applicable Borrower of Bank under any draw under a Facility Letter of Credit (as a result of any such draw, an “LC Disbursement”). Such Borrower shall reimburse such LC Disbursement in the currency of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago time, act or omission constituting gross negligence or willful misconduct on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency part of the LC Disbursement, with a Revolving Credit Loan or Swing Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Loan or Swing Loan. Any Reimbursement Obligation with respect to any Facility Letter of Credit shall bear interest from the date of the relevant drawings under the pertinent Facility Letter of Credit at (i) in the case of such Obligations denominated in U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition to its other rights, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this AgreementBank.
Appears in 1 contract
Sources: Master Letter of Credit Agreement (Viskase Companies Inc)
Reimbursement Obligations. 3.4.1. Borrowers shall reimburse Agent and (aduring any period that an Event of Default exists) The applicable Borrower’s obligation to reimburse LC Disbursements shall be absoluteeach Lender for all legal, unconditional and irrevocableaccounting, and each Borrower agrees to pay to the applicable Issuer the amount of all Reimbursement Obligationsappraisal, interest consulting and other amounts payable to such Issuer under fees and expenses incurred by Agent or any Lender in connection with any Facility Letter of Credit issued on behalf of such Borrower immediately when due, irrespective with: (i) the negotiation and preparation of any claimof the Loan Documents, set-offany amendment or modification thereto, defense any waiver of any Default or other right that such BorrowerEvent of Default thereunder, the Company or any Subsidiary may have at restructuring or forbearance with respect thereto; (ii) the administration of the Loan Documents and the transactions contemplated thereby; (iii) action taken to perfect or maintain the perfection or priority of any time of Agent's Liens with respect to any of the Collateral; (iv) any inspection of or audits conducted by Agent with respect to any Borrower's books and records or any of the Collateral; (v) any effort by Agent to verify, protect, appraise, preserve, or restore any of the Collateral or to collect, sell, liquidate or otherwise dispose of or realize upon any of the Collateral; (vi) any litigation, contest, dispute, suit, proceeding or action (whether instituted by or against Agent, any Issuer Lender, any Obligor or any other Person) in any way arising out of or relating to any of the Collateral (or the validity, under all circumstances, including without limitationperfection or priority of any of Agent's Liens thereon), any of the following circumstances:
Loan Documents or the validity, allowance or amount of any of the Obligations; (ivii) the protection or enforcement or any rights or remedies of Agent in, and the monitoring of, any Insolvency Proceeding; and (viii) any lack other action taken by Agent or any Lender to enforce any of validity the rights or enforceability remedies of Agent against any Obligor or Account Debtor or to enforce collection of any of the Obligations or payments with respect to any of the Collateral. All amounts chargeable to Borrowers under this Agreement SECTION 3.4 shall constitute Obligations that are secured by all of the Collateral and shall be payable ON DEMAND to Agent. Borrowers shall also reimburse Agent for expenses incurred by Agent in its administration of any of the Collateral to the extent and in the manner provided in SECTION 8 hereof or in any of the other Loan Documents;
(ii) the existence of any claim. The foregoing shall be in addition to, setoff, defense or other right that any Borrower or any Subsidiary may have at any time against a beneficiary named in a Facility Letter of Credit or any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may and shall not be acting)construed to limit, any Issuer, any Lender, or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between any Borrower or any Subsidiary and the beneficiary named in any Facility Letter of Credit);
(iii) any draft, certificate or any other document presented under the Facility Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(iv) the surrender or impairment of any security for the performance or observance of any of the terms provision of any of the Loan Documents;Documents regarding the reimbursement by Borrowers of costs, expenses or liabilities suffered or incurred by Agent or any Lender.
3.4.2. If at any time Agent or (vwith the prior consent of Agent) the occurrence any Lender shall agree to indemnify any Person against losses or damages that such Person may suffer or incur in its dealings or transactions with Borrowers, or shall guarantee or otherwise assure payment of any Default liability or Unmatured Default;
(vi) obligation of Borrowers to such Person, or otherwise shall provide assurances of Borrowers' payment or performance under any agreement with such Person, including indemnities, guaranties or other assurances of payment or performance given by Agent or any Lender with respect to Banking Relationship Debt, then the Contingent Obligation of Agent or any Lender providing any such indemnity, guaranty or other assurance of payment or performance, together with any payment made or liability incurred by Agent or any Lender in connection therewith, shall constitute Obligations that are secured by the Issuer under a Letter Collateral and Borrowers shall repay, ON DEMAND, any amount so paid or any liability incurred by Agent or any Lender in connection with any such indemnity, guaranty or assurance. Nothing herein shall be construed to impose upon Agent or any Lender any obligation to provide any such indemnity, guaranty or assurance. The foregoing agreement of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or
(vii) any other event or circumstance whatsoever, Borrowers shall apply whether or not similar to such indemnity, guaranty or assurance is in writing or oral and regardless of any Borrower's knowledge of the foregoingexistence thereof, that might, but for shall survive termination of the Commitments and Full Payment of the Obligations and any other provisions of this Section 2.15.4the Loan Documents regarding reimbursement or indemnification by Borrowers of costs, constitute a legal expenses or equitable discharge of, liabilities suffered or provide a right of setoff against, the Borrower’s obligations hereunderincurred by Agent or any Lender.
(b) The applicable Issuer shall promptly notify the applicable Borrower of any draw under a Facility Letter of Credit (any such draw, an “LC Disbursement”). Such Borrower shall reimburse such LC Disbursement in the currency of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago time, on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency of the LC Disbursement, with a Revolving Credit Loan or Swing Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Loan or Swing Loan. Any Reimbursement Obligation with respect to any Facility Letter of Credit shall bear interest from the date of the relevant drawings under the pertinent Facility Letter of Credit at (i) in the case of such Obligations denominated in U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition to its other rights, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this Agreement.
Appears in 1 contract
Reimbursement Obligations. The Applicant hereby agrees to reimburse the Bank forthwith upon demand in an amount equal to any payment or disbursement made by the Bank under any Letter of Credit or any time draft issued pursuant thereto, together with interest on the amount so paid or disbursed by the Bank from and including the date of payment or disbursement to but not including the date the Bank is reimbursed by the Applicant at a rate per annum equal to the Prime Rate from time to time in effect plus 2% (or, if less, the maximum rate permitted by applicable law). The obligation of the Applicant to reimburse the Bank under this Section 3 for payments and disbursements made by the Bank under any Letter of Credit or any time draft issued pursuant thereto shall be absolute and unconditional under any and all circumstances, including, without limitation, the following:
(a) The applicable Borrower’s obligation to reimburse LC Disbursements shall be absolute, unconditional and irrevocable, and each Borrower agrees to pay to the applicable Issuer the amount any failure of all Reimbursement Obligations, interest and other amounts payable to any Item presented under such Issuer under or in connection with any Facility Letter of Credit issued on behalf to strictly comply with the terms of such Borrower immediately when dueLetter of Credit;
(b) the legality, irrespective validity, regularity or enforceability of such Letter of Credit or of any Item presented thereunder;
(c) any defense based on the identity of the transferee of such Letter of Credit or the sufficiency of the transfer if such Letter of Credit is transferable;
(d) the existence of any claim, set-off, off defense or other right that such Borrower, the Company or any Subsidiary Applicant may have at any time against any Issuer beneficiary or any other Person, under all circumstances, including without limitation, any transferee of the following circumstances:
(i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents;
(ii) the existence of any claim, setoff, defense or other right that any Borrower or any Subsidiary may have at any time against a beneficiary named in a Facility such Letter of Credit or any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting)Credit, any Issuer, any Lender, the Bank or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein hereby or any unrelated transactions (including any underlying transactions between any Borrower or any Subsidiary and the beneficiary named in any Facility Letter of Credit)transaction;
(iiie) any draft, certificate or any other document Item presented under the Facility such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(ivf) honor of a demand for payment presented electronically even if such Letter of Credit requires that demand be in the surrender or impairment form of any security for the performance or observance of any of the terms of any of the Loan Documentsa draft;
(vg) waiver by the occurrence Bank of any Default requirement that exists for the Bank’s protection and not the protection of the Applicant or Unmatured Defaultany waiver by the Bank which does not in fact materially prejudice the Applicant;
(vih) any payment made by the Issuer under a Bank in respect of an Item presented after the date specified as the expiration date of, or the date by which documents must be received under, such Letter of Credit against presentation of a draft if payment after such date is authorized by the ISP, the UCC or other document that does not comply with the terms of such Letter of CreditUCP, as applicable; or
(viii) any other event circumstance or circumstance happening whatsoever, whether or not similar to any of the foregoing, ; provided that might, but the Applicant shall not be obligated to reimburse the Bank for any wrongful payment or disbursement made by the provisions of this Section 2.15.4, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder.
(b) The applicable Issuer shall promptly notify the applicable Borrower of Bank under any draw under a Facility Letter of Credit (as a result of any such draw, an “LC Disbursement”). Such Borrower shall reimburse such LC Disbursement in the currency of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago time, act or omission constituting gross negligence or willful misconduct on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency part of the LC Disbursement, with a Revolving Credit Loan or Swing Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Loan or Swing Loan. Any Reimbursement Obligation with respect to any Facility Letter of Credit shall bear interest from the date of the relevant drawings under the pertinent Facility Letter of Credit at (i) in the case of such Obligations denominated in U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition to its other rights, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this AgreementBank.
Appears in 1 contract
Sources: Loan and Security Agreement (ModusLink Global Solutions Inc)
Reimbursement Obligations. (a) The applicable Borrower’s obligation Obligations of the Borrower to reimburse LC Disbursements the Lender upon a draw under a Letter of Credit, shall be absolute, unconditional and irrevocable, and each Borrower agrees to pay to shall be performed strictly in accordance with the applicable Issuer the amount terms of all Reimbursement Obligations, interest and other amounts payable to such Issuer under or in connection with any Facility Letter of Credit issued on behalf of such Borrower immediately when due, irrespective of any claim, set-off, defense or other right that such Borrower, the Company or any Subsidiary may have at any time against any Issuer or any other Person, this Section 2.9 under all circumstances, including without limitation, any of the following circumstances:
(i) any set-off, counterclaim, recoupment, defense or other right which any Loan Party may have against the Lender or any of its Affiliates or any other Person for any reason whatsoever;
(ii) the failure of any Loan Party or any other Person to comply, in connection with a Letter of Credit Borrowing, with the conditions set forth in Sections 2.1 [Revolving Credit Commitments], 2.5 [Revolving Credit Loan Requests], 2.6 [Making Revolving Credit Loans] or 7.2 [Each Loan or Letter of Credit] or as otherwise set forth in this Agreement for the making of a Revolving Credit Loan, it being acknowledged that such conditions are not required for the making of a Letter of Credit Borrowing under Section 2.9.3 [Disbursements, Reimbursement];
(iii) any lack of validity or enforceability of this Agreement or any Letter of the other Loan DocumentsCredit;
(iiiv) any claim of breach of warranty that might be made by any Loan Party or the Lender against any beneficiary of a Letter of Credit, or the existence of any claim, setoffset-off, recoupment, counterclaim, crossclaim, defense or other right that which any Borrower Loan Party or any Subsidiary the Lender may have at any time against a beneficiary, successor beneficiary named in a Facility any transferee or assignee of any Letter of Credit or any transferee of any Facility Letter of Credit the proceeds thereof (or any Person Persons for whom any such transferee may be acting), any Issuer, any Lender, the Lender or its Affiliates or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein or any unrelated transactions transaction (including any underlying transactions transaction between any Borrower Loan Party or any Subsidiary Subsidiaries of a Loan Party and the beneficiary named in for which any Facility Letter of Credit);
(iii) any draft, certificate or any other document presented under the Facility Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documentswas procured);
(v) the occurrence lack of power or authority of any Default signer of (or Unmatured Defaultany defect in or forgery of any signature or endorsement on) or the form of or lack of validity, sufficiency, accuracy, enforceability or genuineness of any draft, demand, instrument, certificate or other document presented under or in connection with any Letter of Credit, or any fraud or alleged fraud in connection with any Letter of Credit, or the transport of any property or provision of services relating to a Letter of Credit, in each case even if the Lender or any of its Affiliates has been notified thereof;
(vi) payment by the Issuer Lender or any of its Affiliates under a any Letter of Credit against presentation of a demand, draft or certificate or other document that which does not comply with the terms of such Letter of Credit; or;
(vii) the solvency of, or any acts or omissions by, any beneficiary of any Letter of Credit, or any other event Person having a role in any transaction or obligation relating to a Letter of Credit, or the existence, nature, quality, quantity, condition, value or other characteristic of any property or services relating to a Letter of Credit;
(viii) any failure by the Lender or any of its Affiliates to issue any Letter of Credit in the form requested by any Loan Party, unless the Lender has received written notice from such Loan Party of such failure within three Business Days after the Lender shall have furnished such Loan Party a copy of such Letter of Credit and such error is material and no drawing has been made thereon prior to receipt of such notice;
(ix) any adverse change in the business, operations, properties, assets or condition (financial or otherwise) of any Loan Party or Subsidiaries of a Loan Party;
(x) any breach of this Agreement or any other Loan Document by any party thereto;
(xi) the occurrence or continuance of an Insolvency Proceeding with respect to any Loan Party;
(xii) the fact that an Event of Default or a Potential Default shall have occurred and be continuing;
(xiii) the fact that the Expiration Date shall have passed or this Agreement or the Commitments hereunder shall have been terminated; and
(xiv) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.15.4, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder.
(b) The applicable Issuer shall promptly notify the applicable Borrower of any draw under a Facility Letter of Credit (any such draw, an “LC Disbursement”). Such Borrower shall reimburse such LC Disbursement in the currency of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago time, on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency of the LC Disbursement, with a Revolving Credit Loan or Swing Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Loan or Swing Loan. Any Reimbursement Obligation with respect to any Facility Letter of Credit shall bear interest from the date of the relevant drawings under the pertinent Facility Letter of Credit at (i) in the case of such Obligations denominated in U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition to its other rights, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this Agreement.
Appears in 1 contract
Sources: Senior Secured Revolving Credit Facility (Shotspotter, Inc)
Reimbursement Obligations. (a) The applicable Borrower’s obligation obligations of the Transferor to reimburse LC Disbursements such L/C Issuer upon a drawing under a Letter of Credit, shall be absolute, unconditional and irrevocable, and each Borrower agrees shall be performed strictly in accordance with the terms of this Article II under all circumstances, including without regard to pay to any of the applicable following circumstances:
(i) any set-off, counterclaim, recoupment, defense or other right which such L/C Issuer may have against the amount Agent, the Transferor, the Seller, any Transferring Affiliate, the Administrative Agents, the Bank Investors, the Conduit Investors or any other Person for any reason whatsoever;
(ii) any lack of all Reimbursement Obligations, interest and other amounts payable to such Issuer under validity or in connection with enforceability of any Facility Letter of Credit issued or any set-off, counterclaim, recoupment, defense or other right which the Transferor, the Seller or a Transferring Affiliate on behalf of such Borrower immediately when duewhich a Letter of Credit has been issued may have against the Agent, irrespective the Administrative Agents, the Bank Investors, the Conduit Investors or any other Person for any reason whatsoever;
(iii) any claim of breach of warranty that might be made by the Transferor, the Seller, any Transferring Affiliate or any L/C Issuer against the beneficiary of a Letter of Credit, or the existence of any claim, set-off, defense or other right that such Borrowerwhich the Transferor, the Company Seller, any Transferring Affiliate or any Subsidiary may have at any time against any L/C Issuer or any other Person, under all circumstances, including without limitation, any of the following circumstances:
(i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents;
(ii) the existence of any claim, setoff, defense or other right that any Borrower or any Subsidiary may have at any time against a beneficiary, any successor beneficiary named in a Facility Letter of Credit or any transferee of any Facility Letter of Credit or the proceeds thereof (or any Person Persons for whom any such transferee may be acting), any L/C Issuer, any Lenderthe Agent, the Administrative Agents, the Bank Investors, the Conduit Investors or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein or any unrelated transactions transaction (including any underlying transactions transaction between any Borrower the Transferor or any Subsidiary Affiliates of the Transferor and the beneficiary named in for which any Facility Letter of CreditCredit was procured);;
(iiiiv) the lack of power or authority of any signer of, or lack of validity, sufficiency, accuracy, enforceability or genuineness of, any draft, demand, instrument, certificate or any other document presented under the Facility any Letter of Credit Credit, or any such draft, demand, instrument, certificate or other document proving to be forged, fraudulent, invalid invalid, defective or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(iv) , even if the surrender Agent, any Administrative Agent or impairment of any security for the performance or observance of any of the terms of any of the Loan DocumentsL/C Issuer has been notified thereof;
(v) the occurrence of any Default or Unmatured Default;
(vi) payment by the an L/C Issuer under a any Letter of Credit against presentation of a demand, draft or certificate or other document that which does not comply with the terms of such Letter of Credit other than as a result of the gross negligence or willful misconduct of such L/C Issuer;
(vi) the solvency of, or any acts or omissions by, any beneficiary of any Letter of Credit, or any other Person having a role in any transaction or obligation relating to a Letter of Credit, or the existence, nature, quality, quantity, condition, value or other characteristic of any property or services relating to a Letter of Credit; or
(vii) any failure by an L/C Issuer or any of the L/C Issuer’s Affiliates to issue any Letter of Credit in the form requested by the Transferor, unless such L/C Issuer has received written notice from the Transferor of such failure within three Business Days after such L/C Issuer shall have furnished the Transferor a copy of such Letter of Credit and such error is material and no drawing has been made thereon prior to receipt of such notice;
(viii) any Material Adverse Effect on the Transferor, the Seller, any Transferring Affiliate or any Affiliates thereof;
(ix) any breach of this Agreement or any Transaction Document by any party thereto;
(x) the occurrence or continuance of an insolvency proceeding with respect to the Transferor, any Transferring Affiliate or any Affiliate thereof;
(xi) the fact that a Termination Event or a Potential Termination Event shall have occurred and be continuing;
(xii) the fact that this Agreement or the obligations of the Transferor or the Collection Agent hereunder shall have been terminated; and
(xiii) any other event circumstance or circumstance happening whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.15.4, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder.
(b) The applicable Issuer shall promptly notify the applicable Borrower of any draw under a Facility Letter of Credit (any such draw, an “LC Disbursement”). Such Borrower shall reimburse such LC Disbursement in the currency of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago time, on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency of the LC Disbursement, with a Revolving Credit Loan or Swing Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Loan or Swing Loan. Any Reimbursement Obligation with respect to any Facility Letter of Credit shall bear interest from the date of the relevant drawings under the pertinent Facility Letter of Credit at (i) in the case of such Obligations denominated in U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition to its other rights, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this Agreement.
Appears in 1 contract
Sources: Transfer and Administration Agreement (Fresenius Medical Care AG & Co. KGaA)
Reimbursement Obligations. (a) The applicable Borrower’s obligation to reimburse LC Disbursements shall be absolute, unconditional and irrevocable, and each Each Borrower agrees to pay to the applicable Issuer the amount of all Reimbursement Obligations, interest and other amounts payable to such the Issuer under or in connection with any Facility Letter of Credit issued on behalf of such Borrower immediately when due, irrespective of any claim, set-off, defense or other right that such Borrower, the Company which any Borrower or any Subsidiary may have at any time against any the Issuer or any other Person, under all circumstances, including without limitation, any of the following circumstances:
(i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents;
(ii) the existence of any claim, setoff, defense or other right that which any Borrower or any Subsidiary may have at any time against a beneficiary named in a Facility Letter of Credit or any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting), any Issuer, any Lender, or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between any Borrower or any Subsidiary and the beneficiary named in any Facility Letter of Credit);
(iii) any draft, certificate or any other document presented under the Facility Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents;; or
(v) the occurrence of any Default or Unmatured Default;
(vi) payment by the Issuer under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or
(vii) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.15.4, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder.
(b) The applicable Issuer shall promptly notify the applicable Borrower of any draw under a Facility Letter of Credit (any such draw, an “LC Disbursement”). Such Borrower shall reimburse such LC Disbursement in the currency of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago time, on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency of the LC Disbursement, with a Revolving Credit Loan or Swing Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Loan or Swing Loan. Any Reimbursement Obligation with respect to any Facility Letter of Credit shall bear interest from the date of the relevant drawings under the pertinent Facility Letter of Credit at (i) in the case of such Obligations denominated in U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition to its other rights, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this Agreement.Facility
Appears in 1 contract
Reimbursement Obligations. (a) The applicable Borrower’s obligation Borrower hereby absolutely, unconditionally and irrevocably agrees to reimburse LC Disbursements Administrative Agent immediately upon demand by Administrative Agent, and in immediately available funds, for any payment or disbursement made by Administrative Agent under any Letter of Credit. The obligations of the Borrower under this Agreement, any Letter of Credit and any Application to reimburse the Administrative Agent for a drawing under a Letter of Credit shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the term of this Agreement and each Borrower agrees to pay to Application under all circumstances, including the applicable Issuer following:
(i) any lack of validity of enforceability of this Agreement or any Application;
(ii) any change in the amount time, manner or place of all Reimbursement Obligationspayment of, interest and other amounts payable to such Issuer under or in connection with any Facility other term of, all or any of the obligations of the Borrower in respect of any Letter of Credit issued on behalf or any other amendment or waiver of such Borrower immediately when due, irrespective or any consent to departure from all or any of the provisions of this Agreement or any Application;
(iii) the existence of any claim, set-off, defense or other right that such Borrower, the Company Borrower or any Subsidiary of the Borrower may have at any time against any Issuer or any other Person, under all circumstances, including without limitation, any of the following circumstances:
(i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents;
(ii) the existence of any claim, setoff, defense or other right that any Borrower or any Subsidiary may have at any time against a beneficiary named in a Facility Letter of Credit or any transferee of any Facility Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), any Issuer, any Lender, the Administrative Agent or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein hereby, any Application, any underlying transaction or any unrelated transactions (including any underlying transactions between any Borrower or any Subsidiary and the beneficiary named in any Facility Letter of Credit)transaction;
(iiiiv) any draft, demand, certificate or any other document presented under the Facility any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(iv) ; or any loss or delay in the surrender transmission or impairment otherwise of any security for the performance or observance document required in order to make a drawing under any Letter of any of the terms of any of the Loan DocumentsCredit;
(v) the occurrence of any Default or Unmatured Default;
(vi) payment by the Issuer Administrative Agent under a any Letter of Credit against presentation of a draft or other document certificate that does not strictly comply with the terms of such any Letter of Credit; or any payment made by the Administrative Agent under any Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of any Letter of Credit, including any proceeding arising in connection with any Debtor Relief Laws;
(vi) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the obligations of the Borrower in respect of any Letter of Credit; or
(vii) any other event circumstance or circumstance happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might, but for the provisions of this Section 2.15.4, might otherwise constitute a legal defense available to, or equitable a discharge of, the Borrower or provide a right guarantor. Payment shall be made by the Borrower with interest on the amount so paid or disbursed by Administrative Agent from and including the date payment is made under any Letter of setoff againstCredit to and including the date of payment, at the Borrower’s obligations hereunderlesser of (i) the Highest Lawful Rate, and (ii) the sum of the Base Rate in effect from time to time plus two percent (2%) per annum; provided, however, that if the -------- ------- Borrower would be permitted under the terms of Section 2.01, Section 2.02 and Section 4.02 hereof to borrow Advances in amounts at least equal to their reimbursement obligation for a drawing under any Letter of Credit, a Base Advance by each Lender, in an amount equal to such Lender's Revolver Specified Percentage, shall automatically be deemed made on the date of any such payment or disbursement made by Administrative Agent in the amount of such obligation and subject to the terms of this Agreement. The Administrative Agent shall notify each Lender that has a Revolver Specified Percentage in excess of zero of any such Base Advance deemed made.
(b) The applicable Issuer shall promptly notify Borrower hereby also agrees to pay to Administrative Agent immediately upon demand by Administrative Agent and in immediately available funds, as security for their reimbursement obligations in respect of the applicable Borrower of any draw under a Facility Letter Letters of Credit (under Section 3.03(a) hereof and any such drawother amounts payable hereunder and under the Notes, an “LC Disbursement”). Such Borrower shall reimburse such LC Disbursement in the currency of such LC Disbursement by paying to the Administrative Agent an amount equal to the aggregate amount available to be drawn under Letters of Credit then outstanding, irrespective of whether the Letters of Credit have been drawn upon, upon an Event of Default. Any such LC Disbursement not later than 1:00 P.M., Chicago time, on the Business Day immediately following the day that payments shall be deposited in a separate account designated "Pinnacle Special Account" or such Borrower receives other designation as Administrative Agent shall elect. All such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment amounts deposited with Administrative Agent shall be financed, if applicable given the currency and shall remain funds of the LC Disbursement, Borrower on deposit with a Revolving Credit Loan or Swing Loan in an equivalent amount and, Administrative Agent and may be invested by Administrative Agent as Administrative Agent shall determine. Such amounts may not be used by Administrative Agent to pay the extent so financeddrawings under the Letters of Credit; however, such Borrower’s obligation to make such payment shall amounts may be discharged and replaced used by the resulting Revolving Credit Loan or Swing Loan. Any Reimbursement Obligation with respect to any Facility Administrative Agent as reimbursement for Letter of Credit drawings which Administrative Agent has paid. If any amounts in the Pinnacle Special Account shall bear interest from have been deposited upon the occurrence of an Event of Default only and such Event of Default shall have been subsequently cured or waived and no other Event of Default exists, the Borrower shall be relieved of its obligations under this Section 3.03(b) until an Event of Default once again occurs. During the existence of an Event of Default but after the expiration of any Letter of Credit that was not drawn upon, the Borrower may direct the Administrative Agent to use any cash collateral for any such expired Letter of Credit, if any, to reduce the amount of the Obligations. Any amounts remaining in the Pinnacle Special Account, after the date of the relevant drawings expiration of all Letters of Credit and after all Obligations have been paid in full, shall be repaid to the Borrower promptly after such expiration and such payment in full.
(c) The obligations of the Borrower under this Section 3.03 will continue until all Letters of Credit have expired and all reimbursement obligations with respect thereto have been paid in full by the Borrower and until all other Obligations shall have been paid in full.
(d) The Borrower shall be obligated to reimburse Administrative Agent upon demand for all amounts paid under the pertinent Facility Letter Letters of Credit at as set forth in Section 3.03(a) hereof; provided, however, if the Borrower for any reason fails to reimburse Administrative Agent in full upon demand, whether by borrowing Advances to pay such reimbursement obligations or otherwise, the Lenders shall reimburse Administrative Agent in accordance with each Lender's Revolver Specified Percentage for amounts due under this Article III and unpaid from the Borrower as set forth in Section 3.04 hereof; provided, however, that no such reimbursement made by the Lenders shall discharge the Borrower's obligations to reimburse Administrative Agent.
(ie) The Borrower shall indemnify and hold Administrative Agent and each Lender, its officers, directors, representatives and employees harmless from loss for any claim, demand or liability which may be asserted against Administrative Agent or such indemnified party in connection with actions taken under the case Letters of Credit or in connection therewith (including losses resulting from the negligence of Administrative Agent or such indemnified party), and shall pay Administrative Agent for reasonable fees of attorneys (who may be employees of Administrative Agent) and legal costs paid or incurred by Administrative Agent in connection with any matter related to the Letters of Credit, except for losses and liabilities incurred as a direct result of the gross negligence or wilful misconduct of Administrative Agent or such indemnified party, as finally determined by a court of competent jurisdiction. If the Borrower for any reason fails to indemnify or pay Administrative Agent or such indemnified party as set forth herein in full, the Lenders shall indemnify and pay Administrative Agent upon demand, in accordance with each Lender's Revolver Specified Percentage of such Obligations denominated in U.S. Dollars, amounts due and unpaid from the interest rate for Floating Rate Loans or (iiBorrower. The provisions of this Section 3.03(e) in shall survive the case termination of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition to its other rights, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this Agreement.
Appears in 1 contract
Reimbursement Obligations. (a) The applicable Borrower’s obligation to reimburse LC Disbursements shall be absolute, unconditional and irrevocable, and each Each Borrower agrees to pay to the applicable Issuer the amount of all Reimbursement Obligations, interest and other amounts payable to such the Issuer under or in connection with any Facility Letter of Credit issued on behalf of such Borrower immediately when due, irrespective of any claim, set-offsetoff, defense or other right that such which the Borrower, the Company or any Subsidiary may have at any time against any the Issuer or any other Person, under all circumstances, including without limitation, any of the following circumstances:
(i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents;
(ii) the existence of any claim, setoff, defense or other right that which any Borrower or any Subsidiary may have at any time against a beneficiary named in a Facility Letter of Credit or any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting), any Issuer, any Lender, or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between any Borrower or any Subsidiary and the beneficiary named in any Facility Letter of Credit);
(iii) any draft, certificate or any other document presented under the Facility Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents;; or
(v) the occurrence of any Default or Unmatured Default;
(vi) payment by the Issuer under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or
(vii) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.15.4, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder.
(b) The applicable Issuer shall promptly notify the applicable Borrower of any draw under a Facility Letter of Credit (any such draw, an “LC Disbursement”). Such Borrower shall reimburse such LC Disbursement in the currency of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago time, on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency of the LC Disbursement, with a Revolving Credit Loan or Swing Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Loan or Swing Loan. Any Reimbursement Obligation with respect to any Facility Letter of Credit shall bear interest from the date of the relevant drawings under the pertinent Facility Letter of Credit at (i) in the case of such Obligations denominated in U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition to its other rights, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this Agreement.Facility
Appears in 1 contract
Reimbursement Obligations. (a) In the event of any drawing under a Letter of Credit, the Lender shall promptly notify the Borrower who shall immediately reimburse the amount drawn to the Lender in same day funds. The applicable Borrower’s obligation to reimburse LC Disbursements reimbursement obligations of the Borrower hereunder shall be absolute, unconditional and irrevocable, irrevocable and each Borrower agrees to pay to shall be performed strictly in accordance with the applicable Issuer the amount terms of this Agreement under any and all Reimbursement Obligations, interest circumstances whatsoever and other amounts payable to such Issuer under irrespective of:
3.1.5.1 any lack of validity or in connection with enforceability of any Facility Letter of Credit issued on behalf of such Borrower immediately when due, irrespective or this Agreement or any term or provision therein or herein;
3.1.5.2 the existence of any claim, set-off, defense compensation, defence or other right that such the Borrower, the Company any other Obligor or any Subsidiary other Person may have at any time have against the beneficiary under any Issuer or any other Person, under all circumstances, including without limitation, any of the following circumstances:
(i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents;
(ii) the existence of any claim, setoff, defense or other right that any Borrower or any Subsidiary may have at any time against a beneficiary named in a Facility Letter of Credit or any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting)Credit, any Issuer, any Lender, the Lender or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein Agreement or any other related or unrelated transactions (including any underlying transactions between any Borrower agreement or any Subsidiary and the beneficiary named in any Facility Letter of Credit)transaction;
(iii) 3.1.5.3 any draft, certificate draft or any other document presented under the Facility a Letter of Credit proving to be forged, fraudulent, fraudulent or invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(iv) 3.1.5.4 any dispute between or among the surrender or impairment Obligors and any beneficiary of any security for Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the performance Obligors against any beneficiary of such Letter of Credit or observance any such transferee;
3.1.5.5 the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or any of the terms of rights or benefits thereunder or proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any of the Loan Documents;reason; and
(v) 3.1.5.6 the occurrence of any Default or Unmatured Default;
(vi) event including the commencement of legal proceedings to prohibit payment by the Issuer under Lender of a Letter of Credit. The obligations of the Borrower hereunder with respect to Letters of Credit against presentation shall remain in full force and effect and shall apply to any amendment to or extension of a draft or other document that does not comply with the terms expiration date of such any Letter of Credit; or
(vii) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.15.4, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder.
(b) The applicable Issuer shall promptly notify the applicable Borrower of any draw under a Facility Letter of Credit (any such draw, an “LC Disbursement”). Such Borrower shall reimburse such LC Disbursement in the currency of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago time, on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency of the LC Disbursement, with a Revolving Credit Loan or Swing Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Loan or Swing Loan. Any Reimbursement Obligation with respect to any Facility Letter of Credit shall bear interest from the date of the relevant drawings under the pertinent Facility Letter of Credit at (i) in the case of such Obligations denominated in U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition to its other rights, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this Agreement.
Appears in 1 contract
Reimbursement Obligations. (a) The applicable Borrower’s obligation Companies jointly and severally hereby unconditionally and irrevocably agree to reimburse LC Disbursements shall be absolute, unconditional and irrevocable, and the Issuing Lender for each Borrower agrees to pay to payment or disbursement made by the applicable Issuer the amount of all Reimbursement Obligations, interest and other amounts payable to such Issuer Issuing Lender under or in connection with any Facility Letter of Credit issued honoring any demand for payment made by the beneficiary thereunder, in each case on behalf the date that such payment or disbursement is made. Any amount not reimbursed on the date of such Borrower immediately when duepayment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender is reimbursed by the Companies therefor, irrespective payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, 2%. The Issuing Lender shall notify the Company Representative and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the Issuing Lender to so notify the Company Representative or the Administrative Agent shall not affect the rights of the Issuing Lender or the Lenders in any manner whatsoever.
(b) The Companies' joint and several reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (a) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense or other right that such Borrower, the Company or which any Subsidiary may have at any time against any Issuer or any other Person, under all circumstances, including without limitation, any of the following circumstances:
(i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents;
(ii) the existence of any claim, setoff, defense or other right that any Borrower or any Subsidiary Party may have at any time against a beneficiary named in a Facility Letter of Credit or Credit, any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting), any Issuerthe Administrative Agent, the Issuing Lender, any Lender, Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any Facility Letter of Creditother Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transactions transaction between any Borrower or any Subsidiary Loan Party and the beneficiary named in any Facility Letter of Credit);
, (iiic) the validity, sufficiency or genuineness of any draft, certificate or any other document presented under which the Facility Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit proving Credit, even if such document should later prove to be have been forged, fraudulent, invalid or insufficient in any respect or any statement therein being shall have been untrue or inaccurate in any respect;
, or (ivd) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Lender to the Companies (or any of them), or relieve the Companies of any of the Loan Documents;
(v) the occurrence of any Default or Unmatured Default;
(vi) payment by the Issuer under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or
(vii) any other event or circumstance whatsoever, whether or not similar their obligations hereunder to any of the foregoing, that might, but for the provisions of this Section 2.15.4, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereundersuch Person.
(b) The applicable Issuer shall promptly notify the applicable Borrower of any draw under a Facility Letter of Credit (any such draw, an “LC Disbursement”). Such Borrower shall reimburse such LC Disbursement in the currency of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago time, on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency of the LC Disbursement, with a Revolving Credit Loan or Swing Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Loan or Swing Loan. Any Reimbursement Obligation with respect to any Facility Letter of Credit shall bear interest from the date of the relevant drawings under the pertinent Facility Letter of Credit at (i) in the case of such Obligations denominated in U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition to its other rights, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this Agreement.
Appears in 1 contract
Sources: Credit Agreement (Uti Worldwide Inc)
Reimbursement Obligations. Without limiting the terms of Section 16.3, Credit Parties shall reimburse Agent for all Extraordinary Expenses and for all legal (including all costs of counsel incurred in connection with structuring, documenting, execution, delivery and administration of this Agreement and the other Loan Documents (but other than during a Default or Event of Default or during the pendency of an Insolvency Proceeding of a Credit Party, in connection with an Enforcement Action, any waiver, consent, workout, restructuring, or forbearance with respect to any Loan Documents or Obligations, or any action, arbitration or other proceeding (whether instituted by or against Agent, any Lender, any Credit Party, any representative of creditors of a Credit Party or any other Person) in any way relating to any Collateral (including the validity, perfection, priority, or avoidability of Agent’s or any Secured Party’s Liens with respect to any Collateral), Loan Documents, or Obligations, including any lender liability or other Claims)), limited to the documented out-of-pocket fees and expenses of one (1) outside counsel to Whitehawk, in its capacities as Agent and a Lender, and, in the case of an actual conflict of interest, one (1) additional counsel to all relevant conflicted parties (taken as a whole) (and, if necessary, of one (1) local counsel to Whitehawk in any relevant jurisdiction), accounting, appraisal, consulting, and other fees, costs, and expenses incurred by it in connection with (a) The applicable Borrower’s obligation negotiation and preparation of this Agreement and the other Loan Documents, including any amendment, waiver, consent, workout, restructuring, forbearance, restatement, supplement or other modification thereof; (b) administration of and actions relating to reimburse LC Disbursements shall be absoluteany Collateral, unconditional and irrevocablethis Agreement, any Loan Document, and each Borrower agrees the transactions contemplated hereby and thereby (including any actions taken to pay establish, perfect or maintain priority of Agent’s Liens in and to any Collateral, to maintain any insurance required hereunder, or to verify (or preserve) the applicable Issuer existence or value of Collateral); (c) use of any Register, (d) credit investigations and background checks; (e) during a Default or Event of Default or during the amount pendency of all Reimbursement Obligations, interest and other amounts payable to such Issuer under an Insolvency Proceeding of a Credit Party or in connection with any Facility Letter of Credit issued on behalf of such Borrower immediately when due, irrespective of any claim, set-off, defense or other right that such Borrower, the Company or any Subsidiary may have at any time against any Issuer or any other Person, under all circumstances, including without limitation, any of the following circumstances:
Enforcement Action and (if) any lack of validity or enforceability of this Agreement or any of the other Loan Documents;
(ii) the existence of any claim, setoff, defense or other right that any Borrower or any Subsidiary may have at any time against a beneficiary named in a Facility Letter of Credit or any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting), any Issuer, any Lender, or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between any Borrower or any Subsidiary and the beneficiary named in any Facility Letter of Credit);
(iii) any draft, certificate or any other document presented under the Facility Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents;
(v) the occurrence of any Default or Unmatured Default;
(vi) payment by the Issuer under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or
(vii) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.15.4, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder.
(b) The applicable Issuer shall promptly notify the applicable Borrower of any draw under a Facility Letter of Credit (any such draw, an “LC Disbursement”). Such Borrower shall reimburse such LC Disbursement in the currency of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago time, on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth hereinlimits of Section 8.4(b), request that such payment be financedeach inspection, if applicable given the currency of the LC Disbursementfield audit, with a Revolving Credit Loan field examination, or Swing Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Loan or Swing Loan. Any Reimbursement Obligation with respect to any Facility Letter of Credit shall bear interest from the date of the relevant drawings under the pertinent Facility Letter of Credit at (i) in the case of such Obligations denominated in U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition to its other rights, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this Agreement.appraisal with
Appears in 1 contract
Sources: Credit Agreement (Pacific Oak Strategic Opportunity REIT, Inc.)
Reimbursement Obligations. (a) The applicable Borrower’s obligation to Borrowers shall reimburse LC Disbursements shall be absoluteLender for all reasonable legal, unconditional and irrevocableaccounting, and each Borrower agrees to pay to the applicable Issuer the amount of all Reimbursement Obligations, interest appraisal and other amounts payable to such Issuer under or fees and expenses incurred by Lender in connection with any Facility Letter of Credit issued on behalf of such Borrower immediately when due, irrespective (i) the negotiation and preparation of any claimof the DIP Financing Documents, set-offany amendment or modification to any of the DIP Financing Documents, defense any waiver of any Default or other right that such BorrowerEvent of Default thereunder, the Company or any Subsidiary may have at restructuring or forbearance with respect thereto; (ii) the administration of the DIP Financing Documents and the transactions contemplated thereby; (iii) any time action taken to perfect or maintain the perfection or priority of any of Lender’s Liens with respect to any of the Collateral; (iv) any inspection of or audits conducted with respect to any Obligor’s books and records or any of the Collateral; (v) any effort to verify, protect, preserve, or restore any of the Collateral or to collect, sell, liquidate or otherwise dispose of or realize upon any of the Collateral; (vi) any litigation, contest, dispute, suit, proceeding or action (whether instituted by or against Lender, any Issuer Obligor or any other Person) in any way arising out of or relating to any of the Collateral (or the validity, under all circumstances, including without limitationperfection or priority of any of Lender’s Liens thereon), any of the following circumstances:
DIP Financing Documents or the validity, allowance or amount of any of the Obligations; (ivii) the protection or enforcement of any rights or remedies of Lender in any Insolvency Proceeding; and (viii) any lack other action taken by Lender to enforce any of validity the rights or enforceability remedies of Lender against any Obligor or any Account Debtors to enforce collection of any of the Obligations or payments with respect to any of the Collateral. All amounts chargeable to Borrowers under this Agreement Section 2.4 shall constitute Obligations that are secured by all of the Collateral and shall be payable to Lender on demand. Borrowers shall also reimburse Lender for reasonable expenses incurred by Lender in its administration of any of the Collateral to the extent and in the manner provided in Article 7 hereof or in any of the other Loan DIP Financing Documents;
(ii) the existence of any claim. The foregoing shall be in addition to, setoff, defense or other right that any Borrower or any Subsidiary may have at any time against a beneficiary named in a Facility Letter of Credit or any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may and shall not be acting)construed to limit, any Issuer, any Lender, or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between any Borrower or any Subsidiary and the beneficiary named in any Facility Letter of Credit);
(iii) any draft, certificate or any other document presented under the Facility Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(iv) the surrender or impairment of any security for the performance or observance provision of any of the terms DIP Financing Documents regarding the reimbursement by Borrowers of any of the Loan Documents;
(v) the occurrence of any Default costs, expenses or Unmatured Default;
(vi) payment liabilities suffered or incurred by the Issuer under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or
(vii) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.15.4, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunderLender.
(b) The applicable Issuer shall promptly notify the applicable Borrower of any draw under a Facility Letter of Credit (any such draw, an “LC Disbursement”). Such Borrower shall reimburse such LC Disbursement in the currency of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago time, on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency of the LC Disbursement, with a Revolving Credit Loan or Swing Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Loan or Swing Loan. Any Reimbursement Obligation with respect to any Facility Letter of Credit shall bear interest from the date of the relevant drawings under the pertinent Facility Letter of Credit at (i) in the case of such Obligations denominated in U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition to its other rights, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this Agreement.
Appears in 1 contract
Sources: Debtor in Possession Credit Agreement (Peregrine Systems Inc)
Reimbursement Obligations. (a) The applicable Borrower’s obligation to reimburse LC Disbursements shall be absolute, unconditional and irrevocable, and each Borrower agrees Borrowers agree to pay to the applicable Issuer Agent the amount of all Reimbursement Obligations, interest and other amounts payable to such Issuer the Agent under or in connection with any Facility Letter of Credit issued on behalf of such Borrower immediately when due, irrespective of any claim, set-off, defense or other right that such Borrower, which the Company Borrowers or any Subsidiary may have at any time against any the Issuer or any other Person, under all circumstances, including without limitation, any of the following circumstances:
(i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents;
(ii) the existence of any claim, setoff, defense or other right that any Borrower which the Trust or any Subsidiary may have at any time against a beneficiary named in a Facility Letter of Credit or any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting), any the Issuer, any Lender, or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between any Borrower the Trust or any Subsidiary and the beneficiary named in any Facility Letter of Credit);
(iii) any draft, certificate or any other document presented under the Facility Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respectrespect (provided that, if all Reimbursement Obligations have been paid in full and there is no Default or Unmatured Default, the Issuer shall assign, without recourse, representation or warranty, to the Borrowers any claim, if any, it may have against any person that has drawn on a Facility Letter of Credit pursuant to a draft, certificate or other document which was forged, fraudulent, invalid or insufficient in any respect or any statement therein being true or inaccurate in any respect pursuant to such Facility Letter of Credit);
(iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents;
(v) the occurrence of any Default or Unmatured Default;
(vi) payment by the Issuer under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or
(vii) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.15.4, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder.
(b) The applicable Issuer shall promptly notify the applicable Borrower Borrowers of any draw under a Facility Letter of Credit (any such draw, an “LC Disbursement”). Such Borrower shall reimburse such LC Disbursement in the currency of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago time, on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency of the LC Disbursement, with a Revolving Credit Loan or Swing Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Loan or Swing Loan. Any Reimbursement Obligation with respect to any Facility Letter of Credit shall bear interest from the date of the relevant drawings under the pertinent Facility Letter of Credit at (i) in the case of such Obligations denominated in U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition to its other rights, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this Agreement.Facility
Appears in 1 contract
Reimbursement Obligations. (a) The applicable Borrower’s obligation to reimburse LC Disbursements shall be absolute, unconditional and irrevocable, and each Each Borrower agrees to pay to the applicable Issuer the amount of all Reimbursement Obligations, interest and other amounts payable to such the Issuer under or in 37 44 connection with any Facility Letter of Credit issued on behalf of such Borrower immediately when due, irrespective of any claim, set-offsetoff, defense or other right that such which the Borrower, the Company or any Subsidiary may have at any time against any the Issuer or any other Person, under all circumstances, including without limitation, any of the following circumstances:
(i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents;
(ii) the existence of any claim, setoff, defense or other right that which any Borrower or any Subsidiary may have at any time against a beneficiary named in a Facility Letter of Credit or any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting), any Issuer, any Lender, or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between any Borrower or any Subsidiary and the beneficiary named in any Facility Letter of Credit);
(iii) any draft, certificate or any other document presented under the Facility Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents;; or
(v) the occurrence of any Default or Unmatured Default;
(vi) payment by the Issuer under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or
(vii) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.15.4, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder.
(b) The applicable Issuer shall promptly notify the applicable Borrower of any draw under a Facility Letter of Credit (any such draw, an “LC Disbursement”). Such Borrower shall reimburse such LC Disbursement in the currency of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago time, on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency of the LC Disbursement, with a Revolving Credit Loan or Swing Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Loan or Swing Loan. Any Reimbursement Obligation with respect to any Facility Letter of Credit shall bear interest from the date of the relevant drawings under the pertinent Facility Letter of Credit at (i) in the case of such Obligations denominated in U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition to its other rights, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this Agreement.Facility
Appears in 1 contract
Sources: 5 Year Revolving Credit Agreement (Arvinmeritor Inc)
Reimbursement Obligations. 2.2.1. Borrowers shall reimburse Agents (aand during any period that an Event of Default exists, each Lender) The applicable Borrower’s obligation to reimburse LC Disbursements shall be absolute, unconditional and irrevocable, and each Borrower agrees to pay to the applicable Issuer the amount of all Reimbursement Obligations, interest and other amounts payable to such Issuer under or in connection with any Facility Letter of Credit issued on behalf of such Borrower immediately when due, irrespective of any claim, set-off, defense or other right that such Borrower, the Company or any Subsidiary may have at any time against any Issuer or any other Person, under all circumstances, including without limitation, any of the following circumstancesfor:
(i) all reasonable legal, accounting, appraisal, consulting and other fees and out-of-pocket expenses incurred by any lack Agent (and during any period that an Event of validity Default exists, any Lender) in connection with (a) the negotiation and preparation of any of the Credit Documents or enforceability any amendment or modification thereto; (b) the administration of this Agreement the Credit Documents and the transactions contemplated thereby, subject to Section 3.2.4 hereof; and (c) any inspection of or audits conducted with respect to any Borrower’s books and records or any of the other Loan Documents;Collateral; and
(ii) all legal, accounting, appraisal, consulting and other fees and out-of-pocket expenses incurred by any Agent (and during any period that an Event of Default exists, any Lender) in connection with: (a) any effort to verify, protect, appraise (subject to Section 3.2.4 hereof), preserve, or restore any of the existence Collateral or to collect, sell, liquidate or otherwise dispose of or realize upon any claimof the Collateral; (b) any litigation, setoffcontest, defense dispute, suit, proceeding or other right that action (whether instituted by or against any Agent, any Lender, any Borrower or any Subsidiary may have at other Person) in any time against a beneficiary named in a Facility Letter way arising out of Credit or relating to any transferee of the Collateral (or the validity, perfection or priority of any Facility Letter of Credit (or any Person for whom any such transferee may be actingAdministrative Agent’s Liens thereon), any Issuerof the Credit Documents or the validity, allowance or amount of any Lenderof the Obligations (unless such litigation is between Borrowers and/or Agents and/or Lenders and a court having jurisdiction renders a final, non-appealable judgment against Agents and/or Lenders in which event Borrowers shall not be liable for, as applicable, Agents’ or Lenders’ costs of such litigation); (c) the protection or enforcement or any other Person, whether in connection with this Agreement, rights or remedies of any Facility Letter of Credit, the transactions contemplated herein Agent or any unrelated transactions Lender in any Insolvency Proceeding; (including d) any underlying transactions between other action taken by any Agent or any Lender to enforce any of the rights or remedies of any Agent or such Lender against any Borrower or any Subsidiary and the beneficiary named in any Facility Letter of Credit);
(iii) any draft, certificate or any other document presented under the Facility Letter of Credit proving Account Debtors to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(iv) the surrender or impairment of any security for the performance or observance enforce collection of any of the terms Obligations or payments with respect to any of the Collateral; (e) any waiver of any Default or Event of Default under any of the Credit Documents, or any restructuring or forbearance with respect thereto; and (f) any action taken to perfect or maintain the perfection or priority of any of Administrative Agent’s Liens with respect to any of the Collateral. All amounts chargeable to Borrowers under this Section 3.4 shall constitute Obligations that are secured by all of the Collateral and shall be payable on demand to Administrative Agent. Borrowers also shall reimburse Administrative Agent for expenses incurred by Administrative Agent in its administration of any of the Loan Documents;
(v) Collateral to the occurrence of any Default extent and in the manner provided in Section 8 hereof or Unmatured Default;
(vi) payment by the Issuer under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or
(vii) any other event or circumstance whatsoever, whether or not similar to in any of the foregoingother Credit Documents. The foregoing shall be in addition to, and shall not be construed to limit, any other provision of any of the Credit Documents regarding the reimbursement by Borrowers of costs, expenses or liabilities suffered or incurred by any Agent or any Lender.
2.2.2. If at any time, in connection with the administration of the Credit Documents or the normal day-to-day operations and maintenance of the Loans, Administrative Agent or (with the consent of Administrative Agent) BAS or any Lender shall agree to indemnify any Person (including Bank) against losses or damages that might, but for the provisions of this Section 2.15.4, constitute a legal such Person may suffer or equitable discharge ofincur in its dealings or transactions with Borrowers, or shall guarantee or provide a right assurance of setoff against, the Borrower’s obligations hereunder.
(b) The applicable Issuer shall promptly notify the applicable Borrower payment or performance of any draw under a Facility Letter liability or obligation of Credit (Borrowers to such Person, including with respect to Banking Relationship Debt, then the Contingent Obligation of any Agent or any Lender providing any such drawindemnity, an “LC Disbursement”). Such Borrower guaranty or other assurance of payment or performance, together with any payment made or liability incurred by any Agent or any Lender in connection therewith, shall reimburse such LC Disbursement in constitute Obligations that are secured by the currency of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago timeCollateral and Borrowers shall repay, on the Business Day immediately following the day demand, any amount so paid or any liability incurred by any Agent or any Lender in connection with any such indemnity, guaranty or assurance, except that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency of the LC Disbursement, with a Revolving Credit Loan or Swing Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Loan or Swing Loan. Any Reimbursement Obligation repayment with respect to any Facility Letter of Credit LC Support shall bear interest from be due on the date of Reimbursement Date as provided in Section 2.3.1(iii). Nothing herein shall be construed to impose upon any Agent or any Lender any obligation to provide any such indemnity, guaranty or assurance except to the relevant drawings under the pertinent Facility Letter of Credit at (i) extent provided in the case Section 2.3 hereof. Administrative Agent shall use reasonable efforts to notify Borrower Agent of such Obligations denominated in U.S. Dollarsindemnity, guaranty or assurance to the interest rate for Floating Rate Loans extent that such indemnity, guaranty or (ii) in the case of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined assurance has not otherwise been expressly requested by the Administrative Agent. In addition to its other rights, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this AgreementBorrowers.
Appears in 1 contract
Sources: Credit and Security Agreement (PNA Group Holding CORP)
Reimbursement Obligations. (a) The applicable Borrower’s 's obligation to reimburse LC Disbursements shall be absolute, unconditional and irrevocable, and each Borrower agrees to pay to the applicable Issuer the amount of all Reimbursement Obligations, interest and other amounts payable to such Issuer under or in connection with any Facility Letter of Credit issued on behalf of such Borrower immediately when due, irrespective of any claim, set-off, defense or other right that such Borrower, the Company or any Subsidiary may have at any time against any Issuer or any other Person, under all circumstances, including without limitation, any of the following circumstances:
(i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents;
(ii) the existence of any claim, setoff, defense or other right that any Borrower or any Subsidiary may have at any time against a beneficiary named in a Facility Letter of Credit or any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting), any Issuer, any Lender, or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between any Borrower or any Subsidiary and the beneficiary named in any Facility Letter of Credit);
(iii) any draft, certificate or any other document presented under the Facility Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents;
(v) the occurrence of any Default or Unmatured Default;
(vi) payment by the Issuer under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or
(vii) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.15.4Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s 's obligations hereunder.
(b) The applicable Issuer shall promptly notify the applicable Borrower of any draw under a Facility Letter of Credit (any such draw, an “LC Disbursement”)Credit. Such Borrower shall reimburse such LC Disbursement in the currency applicable Issuer for drawings under a Facility Letter of Credit issued by it on behalf of such LC Disbursement by paying to Borrower promptly after the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago time, on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency of the LC Disbursement, with a Revolving Credit Loan or Swing Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Loan or Swing Loanapplicable Issuer. Any Reimbursement Obligation with respect to any Facility Letter of Credit shall bear interest from the date of the relevant drawings under the pertinent Facility Letter of Credit at (i) in the case of such Obligations denominated in U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition to its other rights, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this Agreement.
Appears in 1 contract
Sources: Credit Agreement (Diebold Inc)
Reimbursement Obligations. Without limiting the terms of Section 15.3, Credit Parties shall reimburse Administrative Agent for all Extraordinary Expenses and for all legal (including all costs of counsel incurred in connection with structuring, documenting, execution, delivery and administration of this Agreement and the other Loan Documents (but other than during a Default or Event of Default or during the pendency of an Insolvency Proceeding of a Credit Party or Holdings, in connection with an Enforcement Action, any waiver, consent, workout, restructuring, or forbearance with respect to any Loan Documents or Obligations, or any action, arbitration or other proceeding (whether instituted by or against Administrative Agent, any Lender, any Credit Party, any representative of creditors of a Credit Party or any other Person) in any way relating to any Collateral (including the validity, perfection, priority, or avoidability of Administrative Agent’s or any Secured Party’s Liens with respect to any Collateral), Loan Documents, or Obligations, including any lender liability or other Claims)), limited to the documented out-of-pocket fees and expenses of one (1) outside counsel to Whitehawk, in its capacities as Administrative Agent and a Lender, and, in the case of an actual conflict of interest, one (1) additional counsel to all relevant conflicted parties (taken as a whole) (and, if necessary, of one (1) local counsel to Whitehawk in any relevant jurisdiction), accounting, appraisal, consulting, and other fees, costs, and expenses incurred by it in connection with (a) The applicable Borrower’s obligation negotiation and preparation of this Agreement and the other Loan Documents, including any amendment, waiver, consent, workout, restructuring, forbearance, restatement, supplement or other modification thereof; (b) administration of and actions relating to reimburse LC Disbursements shall be absoluteany Collateral, unconditional and irrevocablethis Agreement, any Loan Document, and each Borrower agrees the transactions contemplated hereby and thereby (including any actions taken to pay establish, perfect or maintain priority of Administrative Agent’s Liens in and to any Collateral, to maintain any insurance required hereunder, or to verify (or preserve) the applicable Issuer existence or value of Collateral); (c) use of any Platform or Register, (d) credit investigations and background checks; (e) during a Default or Event of Default or during the amount pendency of all Reimbursement Obligations, interest and other amounts payable to such Issuer under an Insolvency Proceeding of a Credit Party or Holdings or in connection with any Facility Letter Enforcement Action and (f) subject to the limits of Section 8.4(b), each inspection, field audit, field examination, or appraisal with respect to any Obligor, Subsidiary, or Collateral, whether prepared by Administrative Agent’s personnel or a third party. Credit issued on behalf Parties also shall pay all Extraordinary Expenses of such Borrower immediately when dueAdministrative Agent and all legal, irrespective of any claimaccounting, set-offappraisal, defense or consulting, and other right that such Borrowerfees, costs, and expenses incurred by Administrative Agent and each Lender in connection with the Company enforcement of, or any Subsidiary may have at “workout,” “restructuring,” or an Insolvency Proceeding concerning any time against any Issuer or any other Person, under all circumstances, including without limitation, any of the following circumstances:
(i) any lack of validity or enforceability of this Agreement Credit Party or any of its Subsidiaries or in exercising rights or remedies under the other Loan Documents;
(ii) the existence of any claim, setoff, defense or other right that any Borrower or any Subsidiary may have at any time against a beneficiary named in a Facility Letter of Credit or any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting), any Issuer, any Lender, or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between any Borrower or any Subsidiary and the beneficiary named in any Facility Letter of Credit);
(iii) any draft, certificate or any other document presented under the Facility Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(iv) the surrender or impairment of any security for the performance or observance of any of the terms of defending any of the Loan Documents;
(v) the occurrence , irrespective of any Default or Unmatured Default;
(vi) payment by the Issuer under whether a Letter of Credit against presentation of a draft lawsuit or other document that does not comply with the terms of such Letter of Credit; or
(vii) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.15.4, constitute a legal or equitable discharge ofAdverse Proceeding is brought, or provide a right of setoff against, the Borrower’s obligations hereunder.
(b) The applicable Issuer shall promptly notify the applicable Borrower of in taking any draw under a Facility Letter of Credit (enforcement action or any such draw, an “LC Disbursement”). Such Borrower shall reimburse such LC Disbursement in the currency of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago time, on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency of the LC Disbursement, with a Revolving Credit Loan or Swing Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Loan or Swing Loan. Any Reimbursement Obligation remedial action with respect to any Facility Letter Collateral. The parties agree that the costs and expenses indemnified by the Credit Parties hereunder shall not include expenses relating to disputes solely between or among the Lenders, in their respective capacities as such, or any dispute solely between or among a Lender, in its capacity as such, and its Affiliates (excluding, for the avoidance of Credit shall bear interest from the date of the relevant drawings under the pertinent Facility Letter of Credit at doubt, expenses arising (i) in connection with disputes involving Administrative Agent (in its capacity as such) on the case one hand, and one or more Lenders, or one or more of such Obligations denominated in U.S. Dollarstheir Affiliates, on the interest rate for Floating Rate Loans other hand) or (ii) in the case from acts or omissions of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition to its other rights, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this Agreementany Credit Parties or their Subsidiaries.
Appears in 1 contract
Sources: Credit Agreement (BRC Inc.)
Reimbursement Obligations. 2.4.1. Borrowers shall reimburse DIP Agent (a) The applicable Borrower’s obligation to reimburse LC Disbursements shall be absolute, unconditional and irrevocable, and each Borrower agrees to pay to the applicable Issuer the amount extent provided in Section 4.6.2, DIP Lenders) for all Extraordinary Expenses. Borrowers shall also reimburse DIP Agent and, during any period that an Event of Default then exists, each DIP Lender, for all Reimbursement Obligationsaccounting, interest appraisal and other amounts payable to such Issuer under fees and expenses (including reasonable attorneys’ fees) incurred by DIP Agent or any DIP Lender in connection with any Facility Letter of Credit issued on behalf of such Borrower immediately when due, irrespective (i) the negotiation and preparation of any claimof the DIP Loan Documents, set-offany amendment or modification thereto, defense any waiver of any Default or other right that such BorrowerEvent of Default thereunder, the Company or any Subsidiary may have at restructuring or forbearance with respect thereto; (ii) the monitoring and administration of and actions relating to any time against of the Chapter 11 Cases, any Issuer or any other Person, under all circumstances, including without limitationCollateral, any of the following circumstances:
(i) any lack of validity or enforceability of DIP Loan Documents and the transactions contemplated thereby, to the extent that such fees and expenses are expressly provided for in this Agreement or any of the other DIP Loan Documents;
; (iiiii) action taken to perfect or maintain the existence perfection or priority of any claimof DIP Agent’s Liens with respect to any of the Collateral; (iv) subject to the limits of Section 2.2.4, setoffeach audit, defense inspection, examination or other right that appraisal with respect to any Borrower Obligor or Collateral, whether prepared by DIP Agent’s personnel or a third party; (v) any Subsidiary may have at effort to verify, protect, preserve, or restore any time against a beneficiary named in a Facility Letter of Credit the Collateral or to collect, sell, liquidate or otherwise dispose of or realize upon any transferee of any Facility Letter the Collateral; (vi) subject to the provisions of Credit (or any Person for whom any such transferee may be acting)Section 14.2 of this Agreement, any Issuerlitigation, contest, dispute, suit, proceeding or action (whether instituted by or against DIP Agent, any DIP Lender, any Obligor or any other Person) in any way arising out of or relating to any of the Collateral (or the validity, whether in connection with this Agreementperfection or priority of any of DIP Agent’s Liens thereon), any Facility Letter of Creditthe DIP Loan Documents, or the transactions contemplated herein validity, allowance or any unrelated transactions (including any underlying transactions between any Borrower or any Subsidiary and the beneficiary named in any Facility Letter of Credit);
(iii) any draft, certificate or any other document presented under the Facility Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(iv) the surrender or impairment of any security for the performance or observance amount of any of the terms Obligations; (vii) the protection or enforcement of any rights or remedies of DIP Agent or any DIP Lender in any of the Chapter 11 Cases; (viii) any actions taken to maintain any insurance required hereunder or under any other DIP Loan Document; and (ix) any other action taken by DIP Agent or any DIP Lender to enforce any of the rights or remedies of DIP Agent or such DIP Lender against any Obligor or any Account Debtors to enforce collection of any of the Loan Documents;
(v) the occurrence of any Default Obligations or Unmatured Default;
(vi) payment by the Issuer under a Letter of Credit against presentation of a draft or other document that does not comply payments with the terms of such Letter of Credit; or
(vii) any other event or circumstance whatsoever, whether or not similar respect to any of the foregoing, that might, but for the provisions of Collateral. All amounts chargeable to Borrowers under this Section 2.15.42.4 shall constitute Obligations that are secured by all of the Collateral and shall be payable ten (10) days after Borrowers receive demand therefor from DIP Agent or applicable DIP Lender; provided, constitute a legal however, upon and during the continuance of an Event of Default, such fees and expenses shall be due and payable on demand. Borrowers shall also reimburse DIP Agent for reasonable expenses incurred by DIP Agent in its administration of any of the Collateral to the extent and in the manner provided in Section 7 hereof or equitable discharge ofin any of the other DIP Loan Documents. The foregoing shall be in addition to, and shall not be construed to limit, any other provision of any of the DIP Loan Documents regarding the reimbursement by Borrowers of costs, expenses or liabilities suffered or incurred by DIP Agent or any DIP Lender.
2.4.2. If at any time DIP Agent or (with the consent of DIP Agent) any DIP Lender shall agree to indemnify any Person against losses or damages that such Person may suffer or incur in its dealings or transactions with any or all of Borrowers, or shall guarantee any liability or obligation of any or all of Borrowers to such Person, or otherwise shall provide a right assurances of setoff against, the any Borrower’s obligations hereunder.
(b) The applicable Issuer shall promptly notify payment or performance under any agreement with such Person, including indemnities, guaranties or other assurances of payment or performance given by DIP Agent or any DIP Lender with respect to Bank Products or Letters of Credit, then the applicable Borrower Contingent Obligation of DIP Agent or any draw under a Facility Letter of Credit (DIP Lender providing any such drawindemnity, an “LC Disbursement”). Such Borrower guaranty or other assurance of payment or performance, together with any payment made or liability incurred by DIP Agent or any DIP Lender in connection therewith, shall reimburse such LC Disbursement in constitute Obligations that are secured by the currency of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago time, on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower mayCollateral and, subject to the conditions provisions of Section 14.2 of this Agreement, Borrowers shall repay, on demand, any amount so paid or any liability incurred by DIP Agent or any DIP Lender in connection with any such indemnity, guaranty or assurance. Nothing herein shall be construed to borrowing set forth hereinimpose upon DIP Agent or any DIP Lender any obligation to provide any such indemnity, request that such payment be financed, if applicable given the currency of the LC Disbursement, with a Revolving Credit Loan guaranty or Swing Loan in an equivalent amount and, assurance except to the extent so financedprovided in Section 1.2 hereof. The foregoing agreement of Borrowers shall apply whether or not such indemnity, such guaranty or assurance is in writing or oral and regardless of any Borrower’s obligation to make such payment knowledge of the existence thereof, and shall be discharged and replaced by the resulting Revolving Credit Loan or Swing Loan. Any Reimbursement Obligation with respect in addition to any Facility Letter of Credit shall bear interest from the date provision of the relevant drawings under the pertinent Facility Letter DIP Loan Documents regarding reimbursement by Borrowers of Credit at (i) in the case of such Obligations denominated in U.S. Dollarscosts, the interest rate for Floating Rate Loans expenses or (ii) in the case of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined liabilities suffered or incurred by the Administrative Agent. In addition to its other rights, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this AgreementDIP Agent or any DIP Lender.
Appears in 1 contract
Sources: Post Petition Loan and Security Agreement (Standard Register Co)
Reimbursement Obligations. (a) The applicable Borrower’s obligation obligations of the Transferor to reimburse LC Disbursements such L/C Issuer upon a drawing under a Letter of Credit, shall be absolute, unconditional and irrevocable, and each Borrower agrees shall be performed strictly in accordance with the terms of this Article II under all circumstances, including without regard to pay to any of the applicable following circumstances:
(i) any set-off, counterclaim, recoupment, defense or other right which such L/C Issuer may have against the amount Agent, the Transferor, the Seller, any Transferring Affiliate, the Administrative Agents, the Bank Investors, the Conduit Investors or any other Person for any reason whatsoever;
(ii) any lack of all Reimbursement Obligations, interest and other amounts payable to such Issuer under validity or in connection with enforceability of any Facility Letter of Credit issued or any set-off, counterclaim, recoupment, defense or other right which the Transferor, the Seller or a Transferring Affiliate on behalf of such Borrower immediately when duewhich a Letter of Credit has been issued may have against the Agent, irrespective the Administrative Agents, the Bank Investors, the Conduit Investors or any other Person for any reason whatsoever;
(iii) any claim of breach of warranty that might be made by the Transferor, the Seller, any Transferring Affiliate or any L/C Issuer against the beneficiary of a Letter of Credit, or the existence of any claim, set-off, defense or other right that such Borrowerwhich the Transferor, the Company Seller, any Transferring Affiliate or any Subsidiary may have at any time against any L/C Issuer or any other Person, under all circumstances, including without limitation, any of the following circumstances:
(i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents;
(ii) the existence of any claim, setoff, defense or other right that any Borrower or any Subsidiary may have at any time against a beneficiary, any successor beneficiary named in a Facility Letter of Credit or any transferee of any Facility Letter of Credit or the proceeds thereof (or any Person Persons for whom any such transferee may be acting), any L/C Issuer, any Lenderthe Agent, the Administrative Agents, the Bank Investors, the Conduit Investors or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein or any unrelated transactions transaction (including any underlying transactions transaction between any Borrower the Transferor or any Subsidiary Affiliates of the Transferor and the beneficiary named in for which any Facility Letter of CreditCredit was procured);;
(iiiiv) the lack of power or authority of any signer of, or lack of validity, sufficiency, accuracy, enforceability or genuineness of, any draft, demand, instrument, certificate or any other document presented under the Facility any Letter of Credit Credit, or any such draft, demand, instrument, certificate or other document proving to be forged, fraudulent, invalid invalid, defective or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(iv) , even if the surrender Agent, any Administrative Agent or impairment of any security for the performance or observance of any of the terms of any of the Loan DocumentsL/C Issuer has been notified thereof;
(v) the occurrence of any Default or Unmatured Default;
(vi) payment by the an L/C Issuer under a any Letter of Credit against presentation of a demand, draft or certificate or other document that which does not comply with the terms of such Letter of Credit other than as a result of the gross negligence or willful misconduct of such L/C Issuer;
(vi) the solvency of, or any acts or omissions by, any beneficiary of any Letter of Credit, or any other Person having a role in any transaction or obligation relating to a Letter of Credit, or the existence, nature, quality, quantity, condition, value or other characteristic of any property or services relating to a Letter of Credit; or
(vii) any failure by an L/C Issuer or any of the L/C Issuer’s Affiliates to issue any Letter of Credit in the form requested by the Transferor, unless such L/C Issuer has received written notice from the Transferor of such failure within three Business Days after such L/C Issuer shall have furnished the Transferor a copy of such Letter of Credit and such error is material and no drawing has been made thereon prior to receipt of such notice;
(viii) any Material Adverse Effect on the Transferor, the Seller, any Transferring Affiliate or any Affiliates thereof;
(ix) any breach of this Agreement or any Transaction Document by any party thereto;
(x) the occurrence or continuance of an insolvency proceeding with respect to the Transferor, any Transferring Affiliate or any Affiliate thereof;
(xi) the fact that a Termination Event or a Potential Termination Event shall have occurred and be continuing;
(xii) the fact that this Agreement or the obligations of the Transferor or the Collection Agent hereunder shall have been terminated; and
(xiii) any other event circumstance or circumstance happening whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.15.4, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder.
(b) The applicable Issuer shall promptly notify the applicable Borrower of any draw under a Facility Letter of Credit (any such draw, an “LC Disbursement”). Such Borrower shall reimburse such LC Disbursement in the currency of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago time, on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency of the LC Disbursement, with a Revolving Credit Loan or Swing Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Loan or Swing Loan. Any Reimbursement Obligation with respect to any Facility Letter of Credit shall bear interest from the date of the relevant drawings under the pertinent Facility Letter of Credit at (i) in the case of such Obligations denominated in U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition to its other rights, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this Agreement.
Appears in 1 contract
Sources: Transfer and Administration Agreement (Fresenius Medical Care AG & Co. KGaA)
Reimbursement Obligations. The Applicant hereby agrees to reimburse the Bank forthwith upon demanding an amount equal to any payment or disbursement made by the Bank under any Letter of Credit or any time draft issued pursuant thereto, together with interest on the amount so paid or disbursed by the Bank from and including the date of payment or disbursement to but not including the date the Bank is reimbursed by the Applicant at a rate per annum equal to the Prime Rate from time to time in effect plus 2% (or, if less, the maximum rate permitted by applicable law). The obligation of the Applicant to reimburse the Bank under this Section 3 for payments and disbursements made by the Bank under any Letter of Credit or any time draft issued pursuant thereto shall be absolute and unconditional under any and all circumstances including, without limitation, the following:
(a) The applicable Borrower’s obligation to reimburse LC Disbursements shall be absolute, unconditional and irrevocable, and each Borrower agrees to pay to the applicable Issuer the amount any failure of all Reimbursement Obligations, interest and other amounts payable to any Item presented under such Issuer under or in connection with any Facility Letter of Credit issued on behalf to strictly comply with the terms of such Borrower immediately when dueLetter of Credit;
(b) the legality, irrespective validity, regularity or enforceability of such Letter of Credit or of any Item presented thereunder;
(c) any defense based on the identify of the transferee of such Letter of Credit or the sufficiency of the transfer if such Letter of Credit is transferable;
(d) the existence of any claim, set-set off, defense or other right that such Borrower, the Company or any Subsidiary Applicant may have at any time against any Issuer beneficiary or any other Person, under all circumstances, including without limitation, any transferee of the following circumstances:
(i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents;
(ii) the existence of any claim, setoff, defense or other right that any Borrower or any Subsidiary may have at any time against a beneficiary named in a Facility such Letter of Credit or any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting)Credit, any Issuer, any Lender, the Bank or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein hereby or any unrelated transactions (including any underlying transactions between any Borrower or any Subsidiary and the beneficiary named in any Facility Letter of Credit)transaction;
(iiie) any draft, certificate or any other document Item presented under the Facility such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(ivf) honor of a demand for payment presented electronically even if such Letter of Credit requires that demand be in the surrender or impairment form of any security for the performance or observance of any of the terms of any of the Loan Documentsa draft;
(vg) waiver by the occurrence Bank of any Default requirement that exists for the Bank's protection and not the protection of the Applicant or Unmatured Defaultany waiver by the Bank which does not in fact materially prejudice the Applicant;
(vih) any payment made by the Issuer under a Bank in respect of an Item presented after the date specified as the expiration of, or the date by which documents must be received under, such Letter of Credit against presentation of a draft if payment after such date is authorized by the ISP, the UCC or other document that does not comply with the terms of such Letter of CreditUCP, as applicable; or
(viii) any other event circumstance or circumstance happening whatsoever, whether or not similar to any of the foregoing, ; provided that might, but the Applicant shall not be obligated to reimburse the Bank for any wrongful payment or disbursement made by the provisions of this Section 2.15.4, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder.
(b) The applicable Issuer shall promptly notify the applicable Borrower of Bank under any draw under a Facility Letter of Credit (as a result of any such draw, an “LC Disbursement”). Such Borrower shall reimburse such LC Disbursement in the currency of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago time, act or omission constituting gross negligence or willful misconduct on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency part of the LC Disbursement, with a Revolving Credit Loan or Swing Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Loan or Swing Loan. Any Reimbursement Obligation with respect to any Facility Letter of Credit shall bear interest from the date of the relevant drawings under the pertinent Facility Letter of Credit at (i) in the case of such Obligations denominated in U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition to its other rights, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this AgreementBank.
Appears in 1 contract
Reimbursement Obligations. If a disbursement by Issuing Bank is made under any Letter of Credit, Borrower shall pay to Agent within two (a2) Business Days after notice of any such disbursement is received by Borrower, the amount of each such disbursement made by Issuing Bank under the Letter of Credit (if such payment is not sooner effected as may be required under this Section 2.10 or under other provisions of the Letter of Credit), together with interest on the amount disbursed from and including the date of disbursement until payment in full of such disbursed amount at a varying rate per annum equal to Daily Simple SOFR plus the Applicable Margin.. The applicable Borrower’s obligation obligations of Borrower under this Agreement with respect to reimburse LC Disbursements each Letter of Credit shall be absolute, unconditional and irrevocableirrevocable and shall be paid or performed strictly in accordance with the terms of this Agreement under all circumstances whatsoever, and each Borrower agrees to pay including, but only to the fullest extent permitted by applicable Issuer law, the amount following circumstances: (i) any lack of all Reimbursement Obligationsvalidity or enforceability of this Agreement, interest and other amounts payable to such Issuer under or in connection with any Facility Letter of Credit issued on behalf or any of such Borrower immediately when duethe Security Documents; (ii) any amendment or waiver of (including any default), irrespective or any consent to departure from this Agreement (except to the extent permitted by any amendment or waiver), any Letter of Credit or any of the Security Documents; (iii) the existence of any claim, set-off, defense or other right that such Borrower, the Company or any Subsidiary rights which Borrower may have at any time against any Issuer or any other Person, under all circumstances, including without limitation, any of the following circumstances:
(i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents;
(ii) the existence beneficiary of any claim, setoff, defense or other right that any Borrower or any Subsidiary may have at any time against a beneficiary named in a Facility Letter of Credit or any transferee of any Facility Letter of Credit (or any Person Persons for whom any such beneficiary or any such transferee may be acting), any IssuerIssuing Bank, Agent, any Lender, Lender or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the Security Documents, the transactions contemplated herein hereby or any unrelated transactions transaction; (including any underlying transactions between any Borrower or any Subsidiary and the beneficiary named in any Facility Letter of Credit);
(iiiiv) any statement, certificate, draft, certificate notice or any other document presented under the Facility any Letter of Credit proving proves to be have been forged, fraudulent, insufficient or invalid or insufficient in any respect or any statement therein being proves to have been untrue or inaccurate in any respect;
(iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents;
respect whatsoever; (v) the occurrence of any Default or Unmatured Default;
(vi) payment by the Issuer Issuing Bank under a any Letter of Credit against presentation of a draft or other document that certificate which appears on its face to comply, but does not comply comply, with the terms of such Letter of Credit; or
(vi) any affiliation between Issuing Bank and any Lender, and (vii) any other event circumstance or circumstance happening whatsoever, whether or not similar to any of the foregoing. Notwithstanding anything in this Agreement to the contrary, Borrower will not be liable for payment or performance that mightresults from the gross negligence or willful misconduct of Issuing Bank, but except where Borrower or any Subsidiary actually recovers the proceeds for the provisions of this Section 2.15.4, constitute a legal itself or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder.
(b) The applicable Issuer shall promptly notify the applicable Borrower Issuing Bank of any draw under a Facility Letter of Credit (any payment made by Issuing Bank in connection with such draw, an “LC Disbursement”). Such Borrower shall reimburse such LC Disbursement in the currency of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago time, on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency of the LC Disbursement, with a Revolving Credit Loan gross negligence or Swing Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Loan or Swing Loan. Any Reimbursement Obligation with respect to any Facility Letter of Credit shall bear interest from the date of the relevant drawings under the pertinent Facility Letter of Credit at (i) in the case of such Obligations denominated in U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition to its other rights, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this Agreementwillful misconduct.
Appears in 1 contract
Reimbursement Obligations. (a) The applicable Borrower’s obligation Borrowers hereby jointly and severally and unconditionally and irrevocably agree to reimburse LC Disbursements shall be absolute, unconditional and irrevocable, and the Issuing Lender for each Borrower agrees to pay to payment or disbursement made by the applicable Issuer the amount of all Reimbursement Obligations, interest and other amounts payable to such Issuer Issuing Lender under or in connection with any Facility Letter of Credit issued honoring any demand for payment made by the beneficiary thereunder, in each case on behalf the date that such payment or disbursement is made subject to the terms of the Master Letter of Credit Agreement. Any amount not reimbursed on the date of such Borrower immediately when duepayment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender is reimbursed by the Borrowers therefor, irrespective payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, 2%. The Issuing Lender shall notify the Company and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the Issuing Lender to so notify the Company shall not affect the rights of the Issuing Lender or the Lenders in any manner whatsoever.
(b) The Borrowers’ joint and several reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances (other than as set forth in the Master Letter of Credit Agreement), including (i) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (ii) the existence of any claim, set-off, defense or other right that such Borrower, the Company or which any Subsidiary may have at any time against any Issuer or any other Person, under all circumstances, including without limitation, any of the following circumstances:
(i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents;
(ii) the existence of any claim, setoff, defense or other right that any Borrower or any Subsidiary Party may have at any time against a beneficiary named in a Facility Letter of Credit or Credit, any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting), any Issuerthe Administrative Agent, the Issuing Lender, any Lender, Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any Facility Letter of Creditother Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transactions transaction between any Borrower or any Subsidiary Loan Party and the beneficiary named in any Facility Letter of Credit);
, (iii) the validity, sufficiency or genuineness of any draft, certificate or any other document presented under which the Facility Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit proving Credit, even if such document should later prove to be have been forged, fraudulent, invalid or insufficient in any respect or any statement therein being shall have been untrue or inaccurate in any respect;
, or (iv) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Lender to the Borrowers, or relieve any Borrowers of any of the Loan Documents;
(v) the occurrence of any Default or Unmatured Default;
(vi) payment by the Issuer under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or
(vii) any other event or circumstance whatsoever, whether or not similar their obligations hereunder to any of the foregoing, that might, but for the provisions of this Section 2.15.4, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereundersuch Person.
(b) The applicable Issuer shall promptly notify the applicable Borrower of any draw under a Facility Letter of Credit (any such draw, an “LC Disbursement”). Such Borrower shall reimburse such LC Disbursement in the currency of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago time, on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency of the LC Disbursement, with a Revolving Credit Loan or Swing Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Loan or Swing Loan. Any Reimbursement Obligation with respect to any Facility Letter of Credit shall bear interest from the date of the relevant drawings under the pertinent Facility Letter of Credit at (i) in the case of such Obligations denominated in U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition to its other rights, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this Agreement.
Appears in 1 contract
Sources: Credit Agreement (Epiq Systems Inc)
Reimbursement Obligations. (a) The applicable Borrower’s obligation to 2.4.1. Borrowers shall reimburse LC Disbursements shall be absoluteLender, unconditional and irrevocablefor all legal, and each Borrower agrees to pay to the applicable Issuer the amount of all Reimbursement Obligationsaccounting, interest appraisal and other amounts payable to such Issuer under or fees and expenses actually incurred by Lender (including reasonable fees and expenses of Lender Professionals actually incurred) in connection with any Facility Letter (i) the negotiation and preparation of Credit issued on behalf of such Borrower immediately when due, irrespective of any claim, set-off, defense or other right that such Borrower, the Company or any Subsidiary may have at any time against any Issuer or any other Person, under all circumstances, including without limitation, any of the following circumstances:
DIP Financing Documents, any amendment or modification thereto, any waiver of any Default or Event of Default thereunder, or any restructuring or forbearance with respect thereto; (iii) any lack the administration of validity or enforceability of the DIP Financing Documents and the transactions contemplated thereby, to the extent that such fees and expenses are expressly provided for in this Agreement or any of the other Loan DIP Financing Documents;
; (iiiii) action taken to perfect or maintain the existence perfection or priority of any claim, setoff, defense of Lender's Liens with respect to any of the Collateral; (iv) any inspection of or other right that audits conducted with respect to any Borrower of Borrowers' books and records or any Subsidiary may have at of the Collateral; (v) any time effort to verify, protect, preserve, or restore any of the Collateral or to collect, sell, liquidate or otherwise dispose of or realize upon any of the Collateral; (vi) any litigation, contest, dispute, suit, proceeding or action (whether instituted by or against a beneficiary named in a Facility Letter of Credit or any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting), any Issuer, any Lender, either Borrower or any other Person) in any way arising out of or relating to any of the Collateral (or the validity, whether in connection with this Agreementperfection or priority of any of Lender's Liens thereon), any Facility Letter of Creditthe DIP Financing Documents or the validity, the transactions contemplated herein allowance or any unrelated transactions (including any underlying transactions between any Borrower or any Subsidiary and the beneficiary named in any Facility Letter of Credit);
(iii) any draft, certificate or any other document presented under the Facility Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(iv) the surrender or impairment of any security for the performance or observance amount of any of the terms Obligations; (vii) the protection or enforcement of any rights or remedies of Lender in any Insolvency Proceeding; and (viii) any other action taken by Lender to enforce any of the rights or remedies of Lender against either Borrower or any Account Debtors to enforce collection of any of the Loan Documents;
(v) the occurrence of any Default Obligations or Unmatured Default;
(vi) payment by the Issuer under a Letter of Credit against presentation of a draft or other document that does not comply payments with the terms of such Letter of Credit; or
(vii) any other event or circumstance whatsoever, whether or not similar respect to any of the foregoing, Collateral. All amounts chargeable to Borrowers under this SECTION 2.4 shall constitute Obligations that might, but are secured by all of the Collateral and shall be payable ON DEMAND to Lender. Borrowers shall also reimburse Lender for the provisions of this Section 2.15.4, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder.
(b) The applicable Issuer shall promptly notify the applicable Borrower expenses incurred by Lender in its administration of any draw under a Facility Letter of Credit (any such draw, an “LC Disbursement”). Such Borrower shall reimburse such LC Disbursement in the currency of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago time, on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency of the LC Disbursement, with a Revolving Credit Loan or Swing Loan in an equivalent amount and, Collateral to the extent so financed, such Borrower’s obligation to make such payment and in the manner provided in SECTION 7 hereof or in any of the other DIP Financing Documents. The foregoing shall be discharged in addition to, and replaced shall not be construed to limit, any other provision of any of the DIP Financing Documents regarding the reimbursement by Borrowers of costs, expenses or liabilities suffered or incurred by Lender.
2.4.2. If at any time Lender shall agree to indemnify any Person (including Bank) against losses or damages that such Person may suffer or incur in its dealings or transactions with Borrowers, or shall guarantee any liability or obligation of a Borrower to such Person, or otherwise shall provide assurances of a Borrower's payment or performance under any agreement with such Person, including indemnities, guaranties or other assurances of payment or performance given by Lender with respect to Cash Management Agreements, Interest Rate Contracts or Letters of Credit, then each Borrower shall indemnify and defend Lender and shall hold it harmless from and against any and all liability Lender may have under any such indemnity, guaranty or assurance, and any amounts so paid by Lender shall be repaid to them immediately by each Borrower. Each Borrower's agreement to indemnify and defend Lender shall constitute part of the Obligations that are secured by the resulting Revolving Credit Loan Collateral and each Borrower shall repay, ON DEMAND, any amount so paid or Swing Loan. Any Reimbursement Obligation any liability incurred by Lender in connection with any such indemnity, guaranty or assurance, except that repayment with respect to any Facility Letter of Credit LC Support shall bear interest from be due on the date of the relevant drawings under the pertinent Facility Letter of Credit at (i) Reimbursement Date as provided in the case of such Obligations denominated in U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition to its other rights, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this Agreement.SECTION 1.2.1
Appears in 1 contract
Reimbursement Obligations. (a) The applicable Borrower’s obligation to Borrowers shall, on a joint and several basis, reimburse LC Disbursements shall be absoluteLender for all reasonable legal, unconditional and irrevocableaccounting, and each Borrower agrees to pay to the applicable Issuer the amount of all Reimbursement Obligations, interest appraisal and other amounts payable to such Issuer under or fees and expenses incurred by Lender (without duplication) in connection with any Facility Letter of Credit issued on behalf of such Borrower immediately when due, irrespective 1. the negotiation and preparation of any claimof the DIP Financing Documents and the Alpine Pre-Petition Note Documents, setany amendment or modification to any of the DIP Financing Documents and the Alpine Pre-offPetition Note Documents, defense any waiver of any Default or other right that such BorrowerEvent of Default thereunder, the Company or any Subsidiary may have at restructuring or forbearance with respect thereto; 1. the administration of the DIP Financing Documents and the Alpine Pre-Petition Note Documents and the transactions contemplated thereby; 1. any action taken to perfect or maintain the perfection or priority of any of Lender's Liens with respect to any of the Collateral; 1. any inspection of or audits conducted with respect to Borrowers' books and records or any of the Collateral (which shall not, in the absence of a continuing Event of Default, occur more frequently than one time in any three-month period); 1. any effort to verify, protect, preserve, or restore any of the Collateral or to collect, sell, liquidate or otherwise dispose of or realize upon any of the Collateral; 1. any litigation, contest, dispute, suit, proceeding or action (whether instituted by or against any Issuer Lender, either Borrower or any other Person) in any way arising out of or relating to any of the Collateral (or the validity, under all circumstances, including without limitationperfection or priority of any of Lender's Liens thereon), any of the following circumstances:
DIP Financing Documents, the Alpine Pre-Petition Note Documents or the validity, allowance or amount of any of the Obligations; 1. the protection or enforcement of any rights or remedies of Lender under the DIP Financing Documents or the Alpine Pre-Petition Note Documents; (iviii) monitoring the Chapter 11 Case; and (ix) any lack other action taken by Lender to enforce any of validity the rights or enforceability remedies of Lender against either Borrower or any Account Debtor to enforce collection of any of the Obligations or payments with respect to any of the Collateral. All amounts chargeable to Borrowers, on a joint and several basis, under this Agreement Section 2.2 shall constitute Obligations that are secured by all of the Collateral and shall be payable to Lender on demand. Borrowers shall also reimburse Lender for reasonable out-of-pocket expenses incurred by Lender in its administration of any of the Collateral to the extent and in the manner provided in Article 7 hereof or in any of the other Loan DIP Financing Documents or the Alpine Pre-Petition Note Documents;
(ii) the existence of any claim. The foregoing shall be in addition to, setoff, defense or other right that any Borrower or any Subsidiary may have at any time against a beneficiary named in a Facility Letter of Credit or any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may and shall not be acting)construed to limit, any Issuer, any Lender, or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between any Borrower or any Subsidiary and the beneficiary named in any Facility Letter of Credit);
(iii) any draft, certificate or any other document presented under the Facility Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(iv) the surrender or impairment of any security for the performance or observance provision of any of the terms DIP Financing Documents or the Alpine Pre-Petition Note Documents regarding the reimbursement by Borrowers of any of the Loan Documents;
(v) the occurrence of any Default costs, expenses or Unmatured Default;
(vi) payment liabilities suffered or incurred by the Issuer under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or
(vii) any other event or circumstance whatsoever, whether or not similar to any of Lender. Notwithstanding the foregoing, that might, but Borrowers' obligation to reimburse Lender for fees and expenses incurred by Lender prior to the provisions Closing Date in connection with preparation and negotiation of this Section 2.15.4, constitute a legal or equitable discharge of, or provide a right of setoff againstAgreement, the Borrower’s obligations hereunderother DIP Financing Documents and the Alpine Pre-Petition Note Documents shall not exceed $75,000.
(b) The applicable Issuer shall promptly notify the applicable Borrower of any draw under a Facility Letter of Credit (any such draw, an “LC Disbursement”). Such Borrower shall reimburse such LC Disbursement in the currency of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago time, on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency of the LC Disbursement, with a Revolving Credit Loan or Swing Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Loan or Swing Loan. Any Reimbursement Obligation with respect to any Facility Letter of Credit shall bear interest from the date of the relevant drawings under the pertinent Facility Letter of Credit at (i) in the case of such Obligations denominated in U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition to its other rights, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this Agreement.
Appears in 1 contract
Reimbursement Obligations. The Applicant hereby agrees to reimburse the Bank forthwith upon demand in an amount equal to any payment or disbursement made by the Bank under any Guarantee, any Letter of Credit or any time draft issued pursuant thereto, together with interest on the amount so paid or disbursed by the Bank from and including the date of payment or disbursement to but not including the date the Bank is reimbursed by the Applicant at a rate equal to the Prime Rate from time to time in effect plus 2% per annum (or, if less, the maximum rate permitted by applicable law). Without limiting the obligations of the Applicant hereunder to reimburse the Bank for any payments or disbursements by the Bank under the Letter of Credit, it is acknowledged and agreed that if any such payment or disbursement under the Letter of Credit is made to reimburse the Bank for a payment or disbursement under a Guarantee, then the obligation of the Applicant to reimburse the Bank for such payment or disbursement under the Guarantee shall be discharged to the extent of such payment or disbursement under the Letter of Credit. The obligation of the Applicant to reimburse the Bank under this Section 4 for payments and disbursements made by the Bank under any Guarantee, any Letter of Credit or any time draft issued pursuant thereto shall be absolute and unconditional under any and all circumstances, including, without limitation, the following:
(a) The applicable Borrower’s obligation any failure of any Item presented under any Credit to reimburse LC Disbursements shall be absolute, unconditional and irrevocable, and each Borrower agrees to pay to comply strictly with the applicable Issuer the amount of all Reimbursement Obligations, interest and other amounts payable to such Issuer under or in connection with any Facility Letter of Credit issued on behalf terms of such Borrower immediately when dueCredit;
(b) the legality, irrespective validity, regularity or enforceability of any Credit or of any Item presented thereunder;
(c) any defense based on the identity of the transferee of any Credit or the sufficiency of the transfer if such Credit is transferable;
(d) the existence of any claim, set-off, defense or other right that such Borrower, the Company or any Subsidiary Applicant may have at any time against any Issuer beneficiary or any other Person, under all circumstances, including without limitation, any of the following circumstances:
(i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents;
(ii) the existence of any claim, setoff, defense or other right that any Borrower or any Subsidiary may have at any time against a beneficiary named in a Facility Letter of Credit or any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting)Credit, any Issuer, any Lender, the Bank or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein hereby or any unrelated transactions (including any underlying transactions between any Borrower or any Subsidiary and the beneficiary named in any Facility Letter of Credit)transaction;
(iiie) any draft, certificate or any other document Item presented under the Facility Letter of any Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(ivf) honor of a demand for payment presented electronically even if any Credit requires that demand be in the surrender or impairment form of any security for the performance or observance of any of the terms of any of the Loan Documentsa draft;
(vg) waiver by the occurrence Bank of any Default requirement that exists for the Bank's protection and not the protection of the Applicant or Unmatured Defaultany waiver by the Bank which does not in fact materially prejudice the Applicant;
(vih) any payment made by the Issuer under a Letter Bank in respect of an Item presented after the date specified as the expiration date of, or the date by which documents must be received under, any Credit against presentation of a draft if payment after such date is authorized by the ISP, the UCC or other document that does not comply with the terms of such Letter of CreditUCP, as applicable; or
(viii) any other event circumstance or circumstance happening whatsoever, whether or not similar to any of the foregoing; provided that the Applicant shall not be obligated to reimburse the Bank for any wrongful payment or disbursement made by the Bank under any Guarantee, that might, but for the provisions of this Section 2.15.4, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder.
(b) The applicable Issuer shall promptly notify the applicable Borrower of any draw under a Facility Letter of Credit (as a result of any such drawact or omission constituting gross negligence, an “LC Disbursement”). Such Borrower shall reimburse such LC Disbursement in the currency of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago time, bad faith or willful misconduct on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency part of the LC Disbursement, with a Revolving Credit Loan or Swing Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Loan or Swing Loan. Any Reimbursement Obligation with respect to any Facility Letter of Credit shall bear interest from the date of the relevant drawings under the pertinent Facility Letter of Credit at (i) in the case of such Obligations denominated in U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition to its other rights, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this AgreementBank.
Appears in 1 contract
Sources: Master Guarantee and Letter of Credit Agreement (Wyeth)
Reimbursement Obligations. (a) The applicable Borrower’s obligation Company hereby unconditionally and irrevocably agrees to reimburse LC Disbursements shall be absolute, unconditional and irrevocable, and the Issuing Lender for each Borrower agrees to pay to payment or disbursement made by the applicable Issuer the amount of all Reimbursement Obligations, interest and other amounts payable to such Issuer Issuing Lender under or in connection with any Facility Letter of Credit issued honoring any demand for payment made by the beneficiary thereunder, in each case on behalf the date that such payment or disbursement is made; provided that the Company may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.2 that such reimbursement be financed with a Revolving Loan or Swing Line Loan in an equivalent amount. Any amount not reimbursed on the date of such Borrower immediately when duepayment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender is reimbursed by the Company therefor, irrespective payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, 2%. The Issuing Lender shall notify the Company and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the Issuing Lender to so notify the Company or the Administrative Agent shall not affect the rights of the Issuing Lender or the Lenders in any manner whatsoever.
(b) The Company’s reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (a) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense or other right that such Borrower, the Company or which any Subsidiary may have at any time against any Issuer or any other Person, under all circumstances, including without limitation, any of the following circumstances:
(i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents;
(ii) the existence of any claim, setoff, defense or other right that any Borrower or any Subsidiary Party may have at any time against a beneficiary named in a Facility Letter of Credit or Credit, any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting), any Issuerthe Administrative Agent, the Issuing Lender, any Lender, Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any Facility Letter of Creditother Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transactions transaction between any Borrower or any Subsidiary Loan Party and the beneficiary named in any Facility Letter of Credit);
, (iiic) the validity, sufficiency or genuineness of any draft, certificate or any other document presented under which the Facility Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit proving Credit, even if such document should later prove to be have been forged, fraudulent, invalid or insufficient in any respect or any statement therein being shall have been untrue or inaccurate in any respect;
, or (ivd) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Lender to the Company, or relieve the Company of any of the Loan Documents;
(v) the occurrence of any Default or Unmatured Default;
(vi) payment by the Issuer under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or
(vii) any other event or circumstance whatsoever, whether or not similar its obligations hereunder to any of the foregoing, that might, but for the provisions of this Section 2.15.4, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereundersuch Person.
(b) The applicable Issuer shall promptly notify the applicable Borrower of any draw under a Facility Letter of Credit (any such draw, an “LC Disbursement”). Such Borrower shall reimburse such LC Disbursement in the currency of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago time, on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency of the LC Disbursement, with a Revolving Credit Loan or Swing Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Loan or Swing Loan. Any Reimbursement Obligation with respect to any Facility Letter of Credit shall bear interest from the date of the relevant drawings under the pertinent Facility Letter of Credit at (i) in the case of such Obligations denominated in U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition to its other rights, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this Agreement.
Appears in 1 contract
Reimbursement Obligations. (a) The applicable Borrower’s obligation In the event of any drawing under a Letter of Credit, the Issuing Lender shall promptly notify the Borrower who shall immediately reimburse the amount drawn to the Issuing Lender in same day funds. In the event that the Borrower fails to reimburse LC Disbursements the Issuing Lender after such notification and fails to provide a Notice of Borrowing with a different option, the Borrower shall be deemed to have requested from, and given notice to, the Agent of a Prime Rate Advance, if the Letter of Credit is payable in Canadian Dollars, or a US Base Rate Advance, if the Letter of Credit is payable in US Dollars or Euros (with any drawing under a Letter of Credit payable in Euros being converted into US Dollars in accordance with the provisions hereof), on the date and in the amount of the drawing, the proceeds of which will be used to satisfy the reimbursement obligations of the Borrower to the Issuing Lender in respect of the drawing under such Letter of Credit. The reimbursement obligations of the Borrower hereunder shall be absolute, unconditional and irrevocable, irrevocable and each Borrower agrees to pay to shall be performed strictly in accordance with the applicable Issuer the amount terms of this Agreement under any and all Reimbursement Obligations, interest circumstances whatsoever and other amounts payable to such Issuer under irrespective of:
3.4.5.1 any lack of validity or in connection with enforceability of any Facility Letter of Credit issued on behalf of such Borrower immediately when due, irrespective or this Agreement or any term or provision therein or herein;
3.4.5.2 the existence of any claim, set-off, defense compensation, defence or other right that such the Borrower, the Company any other Obligor or any Subsidiary other Person may have at any time have against the beneficiary under any Issuer or any other PersonLetter of Credit, under all circumstancesthe Issuing Lender, including without limitationthe Agent, any of the following circumstances:
(i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents;
(ii) the existence of any claim, setoff, defense or other right that any Borrower or any Subsidiary may have at any time against a beneficiary named in a Facility Letter of Credit or any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting), any Issuer, any Lender, Lender or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein Agreement or any other related or unrelated transactions (including any underlying transactions between any Borrower agreement or any Subsidiary and the beneficiary named in any Facility Letter of Credit)transaction;
(iii) 3.4.5.3 any draft, certificate draft or any other document presented under the Facility a Letter of Credit proving to be forged, fraudulent, fraudulent or invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(iv) 3.4.5.4 any dispute between or among the surrender or impairment Obligors and any beneficiary of any security for Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the performance Obligors against any beneficiary of such Letter of Credit or observance any such transferee;
3.4.5.5 the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or any of the terms of rights or benefits thereunder or proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any of the Loan Documents;reason; and
(v) 3.4.5.6 the occurrence of any Default or Unmatured Default;
(vi) event including the commencement of legal proceedings to prohibit payment by the Issuer under Issuing Lender of a Letter of Credit. The obligations of the Borrower hereunder with respect to Letters of Credit against presentation shall remain in full force and effect and shall apply to any amendment to or extension of a draft or other document that does not comply with the terms expiration date of such any Letter of Credit; or
. Each Lender’s obligation to fund a Prime Rate Advance or US Base Rate Advance as aforesaid shall be absolute and unconditional and shall not be affected by any circumstance, including (viia) any set-off, compensation, counterclaim, recoupment, defence or other right which such Lender may have against the Issuing Lender, the Borrower, any other Obligor or any other Person for any reason whatsoever, (b) the occurrence or continuance of any Default or Event of Default, (c) any adverse change in the condition (financial or otherwise) of the Borrower, any other Obligor or any other Person, (d) any breach of this Agreement by the Borrower or any other Person, (e) any inability of the Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement on any applicable Drawdown Date for such Prime Rate Advance or US Base Rate Advance, or (f) any other circumstances, happening or event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.15.4, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder.
(b) The applicable Issuer shall promptly notify the applicable Borrower of any draw under a Facility Letter of Credit (any such draw, an “LC Disbursement”). Such Borrower shall reimburse such LC Disbursement in the currency of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago time, on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency of the LC Disbursement, with a Revolving Credit Loan or Swing Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Loan or Swing Loan. Any Reimbursement Obligation with respect to any Facility Letter of Credit shall bear interest from the date of the relevant drawings under the pertinent Facility Letter of Credit at (i) in the case of such Obligations denominated in U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition to its other rights, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this Agreement.
Appears in 1 contract
Reimbursement Obligations. (a) The applicable Borrower’s obligation to 2.4.1. Borrower shall reimburse LC Disbursements shall be absoluteAgent and, unconditional and irrevocableduring any period that an Event of Default then exists, and each Borrower agrees to pay to the applicable Issuer the amount of Lender, for all Reimbursement Obligationsreasonable legal, interest accounting, appraisal and other amounts payable to such Issuer under fees and expenses incurred by Agent or any Lender in connection with any Facility Letter (i) the negotiation and preparation of Credit issued on behalf of such Borrower immediately when due, irrespective of any claim, set-off, defense or other right that such Borrower, the Company or any Subsidiary may have at any time against any Issuer or any other Person, under all circumstances, including without limitation, any of the following circumstances:
Loan Documents, any amendment or modification thereto, any waiver of any Default or Event of Default thereunder, or any restructuring or forbearance with respect thereto; (iii) any lack the administration of validity or enforceability of the Loan Documents and the transactions contemplated thereby, to the extent that such fees and expenses are expressly provided for in this Agreement or any of the other Loan Documents;
; (iiiii) action taken to perfect or maintain the existence perfection or priority of any claim, setoff, defense of Agent's Liens with respect to any of the Collateral; (iv) any inspection of or other right that audits conducted with respect to any Borrower of Borrower's books and records or any Subsidiary may have at of the Collateral, provided that for so long as no Default or Event of Default exists, Borrower shall not be required to reimburse Agent for more than 2 audits during any time 12-month period; (v) any effort to verify, protect, preserve, or restore any of the Collateral or to collect, sell, liquidate or otherwise dispose of or realize upon any of the Collateral; (vi) any litigation, contest, dispute, suit, proceeding or action (whether instituted by or against a beneficiary named in a Facility Letter of Credit or any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting), any IssuerAgent, any Lender, any Obligor or any other Person) in any way arising out of or relating to any of the Collateral (or the validity, whether in connection with this Agreementperfection or priority of any of Agent's Liens thereon), any Facility Letter of Creditthe Loan Documents or the validity, the transactions contemplated herein allowance or any unrelated transactions (including any underlying transactions between any Borrower or any Subsidiary and the beneficiary named in any Facility Letter of Credit);
(iii) any draft, certificate or any other document presented under the Facility Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(iv) the surrender or impairment of any security for the performance or observance amount of any of the terms Obligations; (vii) the protection or enforcement or any rights or remedies of Agent or any Lender in any Insolvency Proceeding; and (viii) any other action taken by Agent or any Lender to enforce any of the rights or remedies of Agent or such Lender against any Obligor or any Account Debtors to enforce collection of any of the Obligations or payments with respect to any of the Collateral. All amounts chargeable to Borrower under this SECTION 2.4 shall constitute Obligations that are secured by all of the Collateral and shall be payable ON DEMAND to Agent. Borrower shall also reimburse Agent for reasonable expenses incurred by Agent in its administration of any of the Collateral to the extent and in the manner provided in SECTION 7 hereof or in any of the other Loan Documents. The foregoing shall be in addition to, and shall not be construed to limit, any other provision of any of the Loan Documents;Documents regarding the reimbursement by Borrower of costs, expenses or liabilities suffered or incurred by Agent or any Lender.
2.4.2. If at any time Agent or any Lender shall agree to indemnify any Person (vincluding Bank) against losses or damages that such Person may suffer or incur in its dealings or transactions with Borrower, or guarantee any liability or obligation of Borrower to such Person, or otherwise provide assurances of Borrower's payment or performance under any agreement with such Person, including indemnities, guaranties or other assurances of payment or performance given by Agent or any Lender with respect to Cash Management Agreements, Interest Rate Contracts or Letters of Credit, then the occurrence Contingent Obligation of Agent or any Default Lender providing any such indemnity, guaranty or Unmatured Default;
(vi) other assurance of payment or performance, together with any payment made or liability incurred by Agent or any Lender in connection therewith, shall constitute Obligations that are secured by the Issuer under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or
(vii) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.15.4, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder.
(b) The applicable Issuer shall promptly notify the applicable Borrower of any draw under a Facility Letter of Credit (any such draw, an “LC Disbursement”). Such Collateral and Borrower shall reimburse repay, ON DEMAND, any amount so paid or any liability incurred by Agent or any Lender in connection with such LC Disbursement in the currency of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M.indemnity, Chicago timeguaranty or assurance, on the Business Day immediately following the day except that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency of the LC Disbursement, with a Revolving Credit Loan or Swing Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Loan or Swing Loan. Any Reimbursement Obligation with respect to any Facility Letter LC Support shall be due on the Reimbursement Date, as provided in SECTION 1.3.1(III) hereof. Nothing herein shall be construed to impose upon Agent or any Lender any obligation to provide any such indemnity, guaranty or assurance, except to the extent provided in SECTION 1.3 hereof. The foregoing agreement of Credit Borrower shall bear interest from apply even if it is oral and the date of the relevant drawings under the pertinent Facility Letter of Credit at existence thereof is unknown to Borrower with respect to any indemnity, guaranty or assurance that is an LC Support or is given to (i) in the case of such Obligations denominated in U.S. DollarsBank with respect to any Cash Management Agreement, the interest rate for Floating Rate Loans or (ii) any other financial institution with respect to the banking relationship between Borrower and such other financial institution and (iii) any landlord with respect to any lease of premises used by Borrower at any time, and the agreement contained in the case of such Obligations denominated this SECTION 2.4.2 shall be in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition to its any other rightsprovisions of any of the Loan Documents regarding reimbursement by Borrower of costs, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this Agreementexpenses or liabilities suffered or incurred by Agent or any Lender.
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Reimbursement Obligations. (a) The applicable Borrower’s obligation to .1. Borrower shall reimburse LC Disbursements shall be absoluteLender, unconditional and irrevocablefor all reasonable legal, and each Borrower agrees to pay to the applicable Issuer the amount of all Reimbursement Obligationsaccounting, interest appraisal and other amounts payable to such Issuer under or fees and expenses incurred by Lender (including fees and expenses of Lender Professionals) in connection with any Facility Letter (i) the negotiation and preparation of Credit issued on behalf of such Borrower immediately when due, irrespective of any claim, set-off, defense or other right that such Borrower, the Company or any Subsidiary may have at any time against any Issuer or any other Person, under all circumstances, including without limitation, any of the following circumstances:
DIP Financing Documents, any amendment or modification thereto, any waiver of any Default or Event of Default thereunder, or any restructuring or forbearance with respect thereto; (iii) any lack the administration of validity or enforceability of the DIP Financing Documents and the transactions contemplated thereby, to the extent that such fees and expenses are expressly provided for in this Agreement or any of the other Loan DIP Financing Documents;
; (iiiii) action taken to perfect or maintain the existence perfection or priority of any claim, setoff, defense of Lender’s Liens with respect to any of the Collateral; (iv) any inspection of or other right that audits conducted with respect to any Borrower of Borrower’s books and records or any Subsidiary may have at of the Collateral; (v) any time effort to verify, protect, preserve, or restore any of the Collateral or to collect, sell, liquidate or otherwise dispose of or realize upon any of the Collateral; (vi) any litigation, contest, dispute, suit, proceeding or action (whether instituted by or against a beneficiary named in a Facility Letter of Credit or any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting)Lender, any Issuer, any Lender, Obligor or any other Person) in any way arising out of or relating to any of the Collateral (or the validity, whether in connection with this Agreementperfection or priority of any of Lender’s Liens thereon), any Facility Letter of Creditthe DIP Financing Documents or the validity, the transactions contemplated herein allowance or any unrelated transactions (including any underlying transactions between any Borrower or any Subsidiary and the beneficiary named in any Facility Letter of Credit);
(iii) any draft, certificate or any other document presented under the Facility Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(iv) the surrender or impairment of any security for the performance or observance amount of any of the terms Obligations; (vii) the protection or enforcement of any rights or remedies of Lender in any Insolvency Proceeding; and (viii) any other action taken by Lender to enforce any of the rights or remedies of Lender against any Obligor or any Account Debtors to enforce collection of any of the Loan Documents;
(v) the occurrence of any Default Obligations or Unmatured Default;
(vi) payment by the Issuer under a Letter of Credit against presentation of a draft or other document that does not comply payments with the terms of such Letter of Credit; or
(vii) any other event or circumstance whatsoever, whether or not similar respect to any of the foregoing, that might, but for the provisions of Collateral. All amounts chargeable to Borrower under this Section 2.15.4, 2.4 shall constitute a legal or equitable discharge of, or provide a right Obligations that are secured by all of setoff against, the Borrower’s obligations hereunder.
(b) The applicable Issuer Collateral and shall promptly notify the applicable be payable on demand to Lender. Borrower shall also reimburse Lender for reasonable expenses incurred by Lender in its administration of any draw under a Facility Letter of Credit (any such draw, an “LC Disbursement”). Such Borrower shall reimburse such LC Disbursement in the currency of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago time, on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency of the LC Disbursement, with a Revolving Credit Loan or Swing Loan in an equivalent amount and, Collateral to the extent so financedand in the manner provided in Section 7 hereof or in any of the other DIP Financing Documents. The foregoing shall be in addition to, and shall not be construed to limit, any other provision of any of the DIP Financing Documents regarding the reimbursement by Borrower of costs, expenses or liabilities suffered or incurred by Lender.
.2. If at any time Lender shall agree to indemnify any Person against losses or damages that such Person may suffer or incur in its dealings or transactions with Borrower, or shall guarantee any liability or obligation of Borrower to such Person, or otherwise shall provide assurances of Borrower’s obligation to make payment or performance under any agreement with such payment Person, then Borrower shall indemnify and defend Lender and shall hold them harmless from and against any and all liability any of them may have under any such indemnity, guaranty or assurance, and any amounts so paid by Lender shall be discharged repaid to them immediately by Borrower. Borrower’s agreement to indemnify and replaced defend Lender shall constitute part of the Obligations that are secured by the resulting Revolving Credit Loan Collateral and Borrower shall repay, on demand, any amount so paid or Swing Loanany liability incurred by Lender in connection with any such indemnity, guaranty or assurance. Any Reimbursement Obligation with respect The foregoing agreement of Borrower shall apply whether or not such indemnity, guaranty or assurance is in writing or oral and regardless of Borrower’s knowledge of the existence thereof, and shall be in addition to any Facility Letter of Credit shall bear interest from the date of the relevant drawings under provision of the pertinent Facility Letter DIP Financing Documents regarding reimbursement by Borrower of Credit at (i) in the case of such Obligations denominated in U.S. Dollarscosts, the interest rate for Floating Rate Loans expenses or (ii) in the case of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined liabilities suffered or incurred by the Administrative Agent. In addition to its other rights, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this AgreementLender.
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Reimbursement Obligations. 3.4.1. Borrowers shall reimburse Agent and (aduring any period that an Event of Default exists) The applicable each Lender for all legal, accounting, appraisal, consulting and other fees and expenses incurred by Agent or any Lender in connection with: (i) the negotiation and preparation of any of the Loan Documents, any amendment or modification thereto, any waiver of any Default or Event of Default thereunder, or any restructuring or forbearance with respect thereto; (ii) the administration of the Loan Documents and the transactions contemplated thereby; (iii) action taken to perfect or maintain the perfection or priority of any of Agent’s Liens with respect to any of the Collateral; (iv) any inspection of or audits conducted by Agent with respect to any Borrower’s obligation to reimburse LC Disbursements shall be absolute, unconditional books and irrevocable, and each Borrower agrees to pay to the applicable Issuer the amount of all Reimbursement Obligations, interest and other amounts payable to such Issuer under or in connection with any Facility Letter of Credit issued on behalf of such Borrower immediately when due, irrespective of any claim, set-off, defense or other right that such Borrower, the Company records or any Subsidiary may have at of the Collateral; (v) any time effort by Agent to verify, protect, appraise, preserve, or restore any of the Collateral or to collect, sell, liquidate or otherwise dispose of or realize upon any of the Collateral; (vi) any litigation, contest, dispute, suit, proceeding or action (whether instituted by or against Agent, any Issuer Lender, any Obligor or any other Person) in any way arising out of or relating to any of the Collateral (or the validity, under all circumstances, including without limitationperfection or priority of any of Agent’s Liens thereon), any of the following circumstances:
Loan Documents or the validity, allowance or amount of any of the Obligations; (ivii) the protection or enforcement or any rights or remedies of Agent in, and the monitoring of, any Insolvency Proceeding; and (viii) any lack other action taken by Agent or any Lender to enforce any of validity the rights or enforceability remedies of Agent against any Obligor or Account Debtor or to enforce collection of any of the Obligations or payments with respect to any of the Collateral. All amounts chargeable to Borrowers under this Agreement Section 3.4 shall constitute Obligations that are secured by all of the Collateral and shall be payable on demand to Agent. Borrowers shall also reimburse Agent for expenses incurred by Agent in its administration of any of the Collateral to the extent and in the manner provided in Section 8 hereof or in any of the other Loan Documents;
(ii) the existence of any claim. The foregoing shall be in addition to, setoff, defense or other right that any Borrower or any Subsidiary may have at any time against a beneficiary named in a Facility Letter of Credit or any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may and shall not be acting)construed to limit, any Issuer, any Lender, or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between any Borrower or any Subsidiary and the beneficiary named in any Facility Letter of Credit);
(iii) any draft, certificate or any other document presented under the Facility Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(iv) the surrender or impairment of any security for the performance or observance of any of the terms provision of any of the Loan Documents;Documents regarding the reimbursement by Borrowers of costs, expenses or liabilities suffered or incurred by Agent or any Lender.
3.4.2. If at any time Agent or (vwith the prior consent of Agent) the occurrence any Lender shall agree to indemnify any Person against losses or damages that such Person may suffer or incur in its dealings or transactions with Borrowers, or shall guarantee or otherwise assure payment of any Default liability or Unmatured Default;
(vi) obligation of Borrowers to such Person, or otherwise shall provide assurances of Borrowers’ payment or performance under any agreement with such Person, including indemnities, guaranties or other assurances of payment or performance given by Agent or any Lender with respect to Banking Relationship Debt, then the Contingent Obligation of Agent or any Lender providing any such indemnity, guaranty or other assurance of payment or performance, together with any payment made or liability incurred by Agent or any Lender in connection therewith, shall constitute Obligations that are secured by the Issuer under a Letter Collateral and Borrowers shall repay, on demand, any amount so paid or any liability incurred by Agent or any Lender in connection with any such indemnity, guaranty or assurance. Nothing herein shall be construed to impose upon Agent or any Lender any obligation to provide any such indemnity, guaranty or assurance. The foregoing agreement of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or
(vii) any other event or circumstance whatsoever, Borrowers shall apply whether or not similar to such indemnity, guaranty or assurance is in writing or oral and regardless of any Borrower’s knowledge of the foregoingexistence thereof, that might, but for shall survive termination of the Commitments and Full Payment of the Obligations and any other provisions of this Section 2.15.4the Loan Documents regarding reimbursement or indemnification by Borrowers of costs, constitute a legal expenses or equitable discharge ofliabilities suffered or incurred by Agent or any Lender. Agent will endeavor to provide notice to Borrowers of any such indemnity, guaranty or provide a right of setoff against, the Borrower’s obligations hereunder.
(b) The applicable Issuer shall promptly notify assurance if the applicable Borrower of is not otherwise a party thereto; provided, that, Agent’s failure to so notify any draw under a Facility Letter of Credit (any such draw, an “LC Disbursement”). Such Borrower shall reimburse such LC Disbursement not result in the currency of such LC Disbursement by paying any liability to the Administrative Agent an amount equal or any Lender or in any way condition Agent’s or any Lender’s right to such LC Disbursement not later than 1:00 P.M., Chicago time, on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency of the LC Disbursement, with a Revolving Credit Loan repayment or Swing Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Loan or Swing Loan. Any Reimbursement Obligation with respect to any Facility Letter of Credit shall bear interest from the date of the relevant drawings under the pertinent Facility Letter of Credit at (i) in the case of such Obligations denominated in U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition to its other rights, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this Agreementhereunder.
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Reimbursement Obligations. (a) The applicable Borrower’s obligation to Borrower shall pay as directed by, or reimburse LC Disbursements shall be absoluteto, unconditional Lender for all reasonable and irrevocabledocumented legal, and each Borrower agrees to pay to the applicable Issuer the amount of all Reimbursement Obligationsaccounting, interest appraisal and other amounts payable to such Issuer under or fees and expenses incurred by Lender in connection with any the Lending Facility Letter of Credit issued on behalf of such Borrower immediately when dueincluding, irrespective but not limited to, the following: (i) the negotiation and preparation of any claimof the Financing Documents, set-offany amendment or modification to any of the Financing Documents, defense any waiver of any Default or other right that such BorrowerEvent of Default thereunder, the Company or any Subsidiary may have at restructuring or forbearance with respect thereto; (ii) the administration of the Financing Documents and the transactions contemplated thereby; (iii) any time action reasonably taken to perfect or maintain the perfection or priority of any Liens, including Lender’s Liens granted herein, with respect to any of the Collateral; (iv) any inspection of or audits conducted with respect to Borrower’s books and records or any of the Collateral; (v) any effort to verify, protect, preserve, or restore any of the Collateral or to collect, sell, liquidate or otherwise dispose of or realize upon any of the Collateral; (vi) any litigation, contest, dispute, suit, proceeding or action (whether instituted by or against any Issuer Lender, Borrower or any other Person) in any way arising out of or relating to any of the Collateral (or the validity, under all circumstancesperfection or priority of any Liens, including without limitationLender’s Liens, thereon), any of the following circumstances:
Financing Documents or the validity, allowance or amount of any of the Obligations; (ivii) the protection or enforcement of any rights or remedies of Lender in any Insolvency Proceeding; and (viii) any lack other action taken by Lender to enforce any of validity the rights or enforceability remedies of Lender against Borrower or any Account to enforce collection of any of the Obligations or payments with respect to any of the Collateral or Property. All amounts chargeable to Borrower under this Agreement Section 2.3 shall constitute Obligations that are secured by all of the Collateral and shall be payable to Lender on demand after submission to Borrower of reasonable verification of such amount. Borrower shall also reimburse Lender for reasonable expenses incurred by Lender in its administration of any of the Collateral to the extent and in the manner provided in Article 7 or in any of the other Loan Financing Documents;
(ii) the existence of any claim. The foregoing shall be in addition to, setoff, defense or other right that any Borrower or any Subsidiary may have at any time against a beneficiary named in a Facility Letter of Credit or any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may and shall not be acting)construed to limit, any Issuer, any Lender, or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between any Borrower or any Subsidiary and the beneficiary named in any Facility Letter of Credit);
(iii) any draft, certificate or any other document presented under the Facility Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(iv) the surrender or impairment of any security for the performance or observance provision of any of the terms Financing Documents regarding the reimbursement by Borrower of any of the Loan Documents;
(v) the occurrence of any Default costs, expenses or Unmatured Default;
(vi) payment liabilities incurred by the Issuer under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or
(vii) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.15.4, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunderLender.
(b) The applicable Issuer shall promptly notify the applicable Borrower of any draw under a Facility Letter of Credit (any such draw, an “LC Disbursement”). Such Borrower shall reimburse such LC Disbursement in the currency of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago time, on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency of the LC Disbursement, with a Revolving Credit Loan or Swing Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Loan or Swing Loan. Any Reimbursement Obligation with respect to any Facility Letter of Credit shall bear interest from the date of the relevant drawings under the pertinent Facility Letter of Credit at (i) in the case of such Obligations denominated in U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition to its other rights, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this Agreement.ARTICLE 3 RESERVED
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Sources: Debtor in Possession Financing Agreement (Skye International, Inc)
Reimbursement Obligations. (a) The applicable Borrower’s obligation obligations of the Transferor to reimburse LC Disbursements such L/C Issuer upon a drawing under a Letter of Credit, shall be absolute, unconditional and irrevocable, and each Borrower agrees shall be performed strictly in accordance with the terms of this Article II under all circumstances, including without regard to pay to any of the applicable following circumstances:
(i) any set-off, counterclaim, recoupment, defense or other right which such L/C Issuer may have against the amount Agent, the Transferor, the Seller, any Transferring Affiliate, the Administrative Agents, the Bank Investors, the Conduit Investors or any other Person for any reason whatsoever;
(ii) any lack of all Reimbursement Obligations, interest and other amounts payable to such Issuer under validity or in connection with enforceability of any Facility Letter of Credit issued or any set-off, counterclaim, recoupment, defense or other right which the Transferor, the Seller or a Transferring Affiliate on behalf of such Borrower immediately when duewhich a Letter of Credit has been issued may have against the Agent, irrespective the Administrative Agents, the Bank Investors, the Conduit Investors or any other Person for any reason whatsoever;
(iii) any claim of breach of warranty that might be made by the Transferor, the Seller, any Transferring Affiliate or any L/C Issuer against the beneficiary of a Letter of Credit, or the existence of any claim, set-off, defense or other right that such Borrowerwhich the Transferor, the Company Seller, any Transferring Affiliate or any Subsidiary may have at any time against any L/C Issuer or any other Person, under all circumstances, including without limitation, any of the following circumstances:
(i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents;
(ii) the existence of any claim, setoff, defense or other right that any Borrower or any Subsidiary may have at any time against a beneficiary, any successor beneficiary named in a Facility Letter of Credit or any transferee of any Facility Letter of Credit or the proceeds thereof (or any Person Persons for whom any such transferee may be acting), any L/C Issuer, any Lenderthe Agent, the Administrative Agents, the Bank Investors, the Conduit Investors or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein or any unrelated transactions transaction (including any underlying transactions transaction between any Borrower the Transferor or any Subsidiary Affiliates of the Transferor and the beneficiary named in for which any Facility Letter of CreditCredit was procured);;
(iiiiv) the lack of power or authority of any signer of, or lack of validity, sufficiency, accuracy, enforceability or genuineness of, any draft, demand, instrument, certificate or any other document presented under the Facility any Letter of Credit Credit, or any such draft, demand, instrument, certificate or other document proving to be forged, fraudulent, invalid invalid, defective or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(iv) , even if the surrender Agent, any Administrative Agent or impairment of any security for the performance or observance of any of the terms of any of the Loan DocumentsL/C Issuer has been notified thereof;
(v) the occurrence of any Default or Unmatured Default;
(vi) payment by the an L/C Issuer under a any Letter of Credit against presentation of a demand, draft or certificate or other document that which does not comply with the terms of such Letter of Credit other than as a result of the gross negligence or willful misconduct of such L/C Issuer;
(vi) the solvency of, or any acts or omissions by, any beneficiary of any Letter of Credit, or any other Person having a role in any transaction or obligation relating to a Letter of Credit, or the existence, nature, quality, quantity, condition, value or other characteristic of any property or services relating to a Letter of Credit; or
(vii) any failure by an L/C Issuer or any of the L/C Issuer’s Affiliates to issue any Letter of Credit in the form requested by the Transferor, unless such L/C Issuer has received written notice from the Transferor of such failure within three Business Days after such L/C Issuer shall have furnished the Transferor a copy of such Letter of Credit and such error is material and no drawing has been made thereon prior to receipt of such notice;
(viii) any Material Adverse Effect on the Transferor, the Seller, any Transferring Affiliate or any Affiliates thereof;
(ix) any breach of this Agreement or any Transaction Document by any party thereto;
(x) the occurrence or continuance of an insolvency proceeding with respect to the Transferor, any Transferring Affiliate or any Affiliate thereof;
(xi) the fact that a Termination Event or a Potential Termination Event shall have occurred and be continuing;
(xii) the fact that this Agreement or the obligations of the Transferor or the Collection Agent hereunder shall have been terminated; and
(xiii) any other event circumstance or circumstance happening whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.15.4, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder.
(b) The applicable Issuer shall promptly notify the applicable Borrower of any draw under a Facility Letter of Credit (any such draw, an “LC Disbursement”). Such Borrower shall reimburse such LC Disbursement in the currency of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago time, on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency of the LC Disbursement, with a Revolving Credit Loan or Swing Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Loan or Swing Loan. Any Reimbursement Obligation with respect to any Facility Letter of Credit shall bear interest from the date of the relevant drawings under the pertinent Facility Letter of Credit at (i) in the case of such Obligations denominated in U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition to its other rights, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this Agreement.
Appears in 1 contract
Sources: Transfer and Administration Agreement (Fresenius Medical Care AG & Co. KGaA)
Reimbursement Obligations. (a) The applicable Borrower’s obligation to 2.4.1. Borrower shall reimburse LC Disbursements shall be absolute, unconditional and irrevocable, Agent and each Borrower agrees to pay to the applicable Issuer the amount of Lender for all Reimbursement Obligationsreasonable legal, interest accounting, appraisal and other amounts payable to such Issuer under fees and expenses incurred by Agent or any Lender in connection with any Facility Letter (i) the negotiation and preparation of Credit issued on behalf of such Borrower immediately when due, irrespective of any claim, set-off, defense or other right that such Borrower, the Company or any Subsidiary may have at any time against any Issuer or any other Person, under all circumstances, including without limitation, any of the following circumstances:
DIP Financing Documents, any amendment or modification thereto, any waiver of any Default or Event of Default thereunder, or any restructuring or forbearance with respect thereto; (iii) any lack the administration of validity or enforceability of the DIP Financing Documents and the transactions contemplated thereby, to the extent that such fees and expenses are expressly provided for in this Agreement or any of the other Loan DIP Financing Documents;
; (iiiii) action taken to perfect or maintain the existence perfection or priority of any claim, setoff, defense of Agent's Liens with respect to any of the Collateral; (iv) any inspection of or other right that audits conducted with respect to any Borrower of Borrower's books and records or any Subsidiary may have at of the Collateral; (v) any time effort to verify, protect, preserve, or restore any of the Collateral or to collect, sell, liquidate or otherwise dispose of or realize upon any of the Collateral; (vi) any litigation, contest, dispute, suit, proceeding or action (whether instituted by or against a beneficiary named in a Facility Letter of Credit or any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting), any IssuerAgent, any Lender, any Obligor or any other Person) in any way arising out of or relating to any of the Collateral (or the validity, whether in connection with this Agreementperfection or priority of any of Agent's Liens thereon), any Facility Letter of Creditthe DIP Financing Documents or the validity, the transactions contemplated herein allowance or any unrelated transactions (including any underlying transactions between any Borrower or any Subsidiary and the beneficiary named in any Facility Letter of Credit);
(iii) any draft, certificate or any other document presented under the Facility Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(iv) the surrender or impairment of any security for the performance or observance amount of any of the terms Obligations; (vii) the protection or enforcement of any rights or remedies of Agent or any Lender in any Insolvency Proceeding; and (viii) any other action taken by Agent or any Lender to enforce any of the rights or remedies of Agent or such Lender against any Obligor or any Account Debtors to enforce collection of any of the Loan Documents;
(v) the occurrence of any Default Obligations or Unmatured Default;
(vi) payment by the Issuer under a Letter of Credit against presentation of a draft or other document that does not comply payments with the terms of such Letter of Credit; or
(vii) any other event or circumstance whatsoever, whether or not similar respect to any of the foregoing, Collateral. All amounts chargeable to Borrower under this SECTION 2.4 shall constitute Obligations that might, but are secured by all of the Collateral and shall be payable ON DEMAND to Agent. Borrower shall also reimburse Agent for the provisions of this Section 2.15.4, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder.
(b) The applicable Issuer shall promptly notify the applicable Borrower reasonable expenses incurred by Agent in its administration of any draw under a Facility Letter of Credit (any such draw, an “LC Disbursement”). Such Borrower shall reimburse such LC Disbursement in the currency of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago time, on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency of the LC Disbursement, with a Revolving Credit Loan or Swing Loan in an equivalent amount and, Collateral to the extent so financed, such Borrower’s obligation to make such payment and in the manner provided in SECTION 7 hereof or in any of the other DIP Financing Documents. The foregoing shall be discharged in addition to, and replaced shall not be construed to limit, any other provision of any of the DIP Financing Documents regarding the reimbursement by Borrower of costs, expenses or liabilities suffered or incurred by Agent or any Lender.
2.4.2. If at any time Agent or (with the resulting Revolving Credit Loan consent of Agent) any Lender shall agree to indemnify any Person (including Bank) against losses or Swing Loan. Any Reimbursement Obligation damages that such Person may suffer or incur in its dealings or transactions with Borrower, or shall guarantee any liability or obligation of Borrower to such Person, or otherwise shall provide assurances of Borrower's payment or performance under any agreement with such Person, including indemnities, guaranties or other assurances of payment or performance given by Agent or any Lender with respect to Cash Management Agreements or Letters of Credit, then the Contingent Obligation of Agent or any Facility Letter Lender providing any such indemnity, guaranty or other assurance of Credit payment or performance, together with any payment made or liability incurred by Agent or any Lender in connection therewith, shall bear interest from constitute Obligations that are secured by the date Collateral and Borrower shall repay, ON DEMAND, any amount so paid or any liability incurred by Agent or any Lender in connection with any such indemnity, guaranty or assurance. Nothing herein shall be construed to impose upon Agent or any Lender any obligation to provide any such indemnity, guaranty or assurance. The foregoing agreement of Borrower shall apply regardless of Borrower's knowledge of the relevant drawings under the pertinent Facility Letter of Credit at (i) existence thereof, and shall be in the case of such Obligations denominated in U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition to its other rightsany of the provision of the DIP Financing Documents regarding reimbursement by Borrower of costs, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this Agreementexpenses or liabilities suffered or incurred by Agent or any Lender.
Appears in 1 contract
Sources: Post Petition Loan and Security Agreement (Drypers Corp)
Reimbursement Obligations. (a) The applicable Borrower’s obligation Borrowers hereby unconditionally and irrevocably agree to reimburse LC Disbursements shall be absolute, unconditional and irrevocable, and the Lender for each Borrower agrees to pay to payment or disbursement made by the applicable Issuer the amount of all Reimbursement Obligations, interest and other amounts payable to such Issuer Lender under or in connection with any Facility Letter of Credit issued honoring any demand for payment made by the beneficiary thereunder, in each case on behalf the date that such payment or disbursement is made. Any amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Lender is reimbursed by the Borrowers 14766353\V-9 therefor, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Lender of such payment or disbursement, 2%. The Lender shall notify the Borrower immediately when dueRepresentative whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the Lender to so notify the Borrower Representative shall not affect the rights of the Lender in any manner whatsoever.
(b) The Borrowers’ reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, irrespective including (a) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense or other right that such Borrower, the Company or which any Subsidiary may have at any time against any Issuer or any other Person, under all circumstances, including without limitation, any of the following circumstances:
(i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents;
(ii) the existence of any claim, setoff, defense or other right that any Borrower or any Subsidiary Party may have at any time against a beneficiary named in a Facility Letter of Credit or Credit, any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting), any Issuer, any Lender, the Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any Facility Letter of Creditother Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transactions transaction between any Borrower or any Subsidiary Loan Party and the beneficiary named in any Facility Letter of Credit);
, (iiic) the validity, sufficiency or genuineness of any draft, certificate or any other document presented under which the Facility Lender has determined complies on its face with the terms of the applicable Letter of Credit proving Credit, even if such document should later prove to be have been forged, fraudulent, invalid or insufficient in any respect or any statement therein being shall have been untrue or inaccurate in any respect;
, or (ivd) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Lender under or in connection with any Letter of Credit or any related matters shall result in any liability of the Lender to any Borrower, or relieve any Borrower of any of the Loan Documents;
(v) the occurrence of any Default or Unmatured Default;
(vi) payment by the Issuer under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or
(vii) any other event or circumstance whatsoever, whether or not similar its obligations hereunder to any of the foregoing, that might, but for the provisions of this Section 2.15.4, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereundersuch Person.
(b) The applicable Issuer shall promptly notify the applicable Borrower of any draw under a Facility Letter of Credit (any such draw, an “LC Disbursement”). Such Borrower shall reimburse such LC Disbursement in the currency of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago time, on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency of the LC Disbursement, with a Revolving Credit Loan or Swing Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Loan or Swing Loan. Any Reimbursement Obligation with respect to any Facility Letter of Credit shall bear interest from the date of the relevant drawings under the pertinent Facility Letter of Credit at (i) in the case of such Obligations denominated in U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition to its other rights, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this Agreement.
Appears in 1 contract
Reimbursement Obligations. (a) The applicable Borrower’s obligation to Borrower shall reimburse LC Disbursements shall be absoluteLender for all legal, unconditional and irrevocableaccounting, and each Borrower agrees to pay to the applicable Issuer the amount of all Reimbursement Obligations, interest appraisal and other amounts payable to such Issuer under or fees and expenses incurred by Lender in connection with any Facility Letter (i) the negotiation and preparation of Credit issued on behalf of such Borrower immediately when due, irrespective of any claim, set-off, defense or other right that such Borrower, the Company or any Subsidiary may have at any time against any Issuer or any other Person, under all circumstances, including without limitation, any of the following circumstances:
Loan Documents, any amendment or modification thereto, any waiver of any Default or Event of Default thereunder, or any restructuring or forbearance with respect thereto; (iii) any lack the administration of validity or enforceability of the Loan Documents and the transactions contemplated thereby, to the extent that such fees and expenses are expressly provided for in this Agreement or any of the other Loan Documents;
; (iiiii) action taken to perfect or maintain the existence perfection or priority of any claim, setoff, defense of Lender's Liens with respect to any of the Collateral; (iv) any inspection of or other right that any Borrower audits conducted with respect to Borrower's books and records or any Subsidiary may have at of the Collateral; (v) any time effort to verify, protect, preserve, or restore any of the Collateral or to collect, sell, liquidate or otherwise dispose of or realize upon any of the Collateral; (vi) any litigation, contest, dispute, suit, proceeding or action (whether instituted by or against a beneficiary named in a Facility Letter of Credit or any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting)Lender, any Issuer, any Lender, Obligor or any other Person) in any way arising out of or relating to any of the Collateral (or the validity, whether in connection with this Agreementperfection or priority of any of Lender's Liens thereon), any Facility Letter of Creditthe Loan Documents or the validity, the transactions contemplated herein allowance or any unrelated transactions (including any underlying transactions between any Borrower or any Subsidiary and the beneficiary named in any Facility Letter of Credit);
(iii) any draft, certificate or any other document presented under the Facility Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(iv) the surrender or impairment of any security for the performance or observance amount of any of the terms Obligations; (vii) the protection or enforcement or any rights or remedies of Lender in any Insolvency Proceeding; and (viii) any other action taken by Lender to enforce any of the rights or remedies of Lender against any Obligor to enforce collection of any of the Obligations or payments with respect to any of the Collateral. All amounts chargeable to Borrower under this Section 9.20 shall constitute Obligations that are secured by all of the Collateral and shall be payable on demand to Lender. Borrower shall also reimburse Lender for expenses incurred by Lender in its administration of any of the Collateral to the extent and in the manner provided in herein or in any of the other Loan Documents. The foregoing shall be in addition to, and shall not be construed to limit, any other provision of any of the Loan Documents;
(v) Documents regarding the occurrence of any Default or Unmatured Default;
(vi) payment reimbursement by the Issuer under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or
(vii) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.15.4, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder.
(b) The applicable Issuer shall promptly notify the applicable Borrower of costs, expenses or liabilities suffered or incurred by Lender or any draw under a Facility Letter of Credit (any such draw, an “LC Disbursement”). Such Borrower shall reimburse such LC Disbursement in the currency of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago time, on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency of the LC Disbursement, with a Revolving Credit Loan or Swing Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Loan or Swing Loan. Any Reimbursement Obligation with respect to any Facility Letter of Credit shall bear interest from the date of the relevant drawings under the pertinent Facility Letter of Credit at (i) in the case of such Obligations denominated in U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition to its other rights, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this AgreementLender.
Appears in 1 contract
Sources: Loan and Security Agreement (Tropical Sportswear International Corp)
Reimbursement Obligations. (a) The applicable Borrower’s obligation obligations of the Transferor to reimburse LC Disbursements such L/C Issuer upon a drawing under a Letter of Credit, shall be absolute, unconditional and irrevocable, and each Borrower agrees shall be performed strictly in accordance with the terms of this Article II under all circumstances, including without regard to pay to any of the applicable following circumstances:
(i) any set-off, counterclaim, recoupment, defense or other right which such L/C Issuer may have against the amount Agent, the Transferor, the Seller, any Transferring Affiliate, the Administrative Agents, the Bank Investors, the Conduit Investors or any other Person for any reason whatsoever;
(ii) any lack of all Reimbursement Obligations, interest and other amounts payable to such Issuer under validity or in connection with enforceability of any Facility Letter of Credit issued or any set-off, counterclaim, recoupment, defense or other right which the Transferor, the Seller or a Transferring Affiliate on behalf of such Borrower immediately when duewhich a Letter of Credit has been issued may have against the Agent, irrespective the Administrative Agents, the Bank Investors, the Conduit Investors or any other Person for any reason whatsoever;
(iii) any claim of breach of warranty that might be made by the Transferor, the Seller, any Transferring Affiliate or any L/C Issuer against the beneficiary of a Letter of Credit, or the existence of any claim, set-off, defense or other right that such Borrowerwhich the Transferor, the Company Seller, any Transferring Affiliate or any Subsidiary may have at any time against any L/C Issuer or any other Person, under all circumstances, including without limitation, any of the following circumstances:
(i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents;
(ii) the existence of any claim, setoff, defense or other right that any Borrower or any Subsidiary may have at any time against a beneficiary, any successor beneficiary named in a Facility Letter of Credit or any transferee of any Facility Letter of Credit or the proceeds thereof (or any Person Persons for whom any such transferee may be acting), any L/C Issuer, any Lenderthe Agent, the Administrative Agents, the Bank Investors, the Conduit Investors or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein or any unrelated transactions transaction (including any underlying transactions transaction between any Borrower the Transferor or any Subsidiary Affiliates of the Transferor and the beneficiary named in for which any Facility Letter of CreditCredit was procured);;
(iiiiv) the lack of power or authority of any signer of, or lack of validity, sufficiency, accuracy, enforceability or genuineness of, any draft, demand, instrument, certificate or any other document presented under the Facility any Letter of Credit Credit, or any such draft, demand, instrument, certificate or other document proving to be forged, fraudulent, invalid invalid, defective or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(iv) , even if the surrender Agent, any Administrative Agent or impairment of any security for the performance or observance of any of the terms of any of the Loan DocumentsL/C Issuer has been notified thereof;
(v) the occurrence of any Default or Unmatured Default;
(vi) payment by the an L/C Issuer under a any Letter of Credit against presentation of a demand, draft or certificate or other document that which does not comply with the terms of such Letter of Credit other than as a result of the gross negligence or willful misconduct of such L/C Issuer;
(vi) the solvency of, or any acts or omissions by, any beneficiary of any Letter of Credit, or any other Person having a role in any transaction or obligation relating to a Letter of Credit, or the existence, nature, quality, quantity, condition, value or other characteristic of any property or services relating to a Letter of Credit; or
(vii) any failure by an L/C Issuer or any of the L/C Issuer’s Affiliates to issue any Letter of Credit in the form requested by the Transferor, unless such L/C Issuer has received written notice from the Transferor of such failure within three Business Days after such L/C Issuer shall have furnished the Transferor a copy of such Letter of Credit and such error is material and no drawing has been made thereon prior to receipt of such notice;
(viii) any Material Adverse Effect on the Transferor, the Seller, any Transferring Affiliate or any Affiliates thereof;
(ix) any breach of this Agreement or any Transaction Document by any party thereto;
(x) the occurrence or continuance of an insolvency proceeding with respect to the Transferor, any Transferring Affiliate or any Affiliate thereof;
(xi) the fact that a Termination Event or a Potential Termination Event shall have occurred and be continuing;
(xii) the fact that this Agreement or the obligations of the Transferor or the Collection Agent hereunder shall have been terminated; and
(xiii) any other event circumstance or circumstance happening whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.15.4, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder.
(b) The applicable Issuer shall promptly notify the applicable Borrower of any draw under a Facility Letter of Credit (any such draw, an “LC Disbursement”). Such Borrower shall reimburse such LC Disbursement in the currency of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago time, on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency of the LC Disbursement, with a Revolving Credit Loan or Swing Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Loan or Swing Loan. Any Reimbursement Obligation with respect to any Facility Letter of Credit shall bear interest from the date of the relevant drawings under the pertinent Facility Letter of Credit at (i) in the case of such Obligations denominated in U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition to its other rights, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this Agreement.
Appears in 1 contract
Sources: Transfer and Administration Agreement (Fresenius Medical Care AG & Co. KGaA)
Reimbursement Obligations. (a) The 3.3.1. Borrowers shall reimburse the applicable Borrower’s obligation to reimburse LC Disbursements shall be absoluteAgent or, unconditional and irrevocable, and each Borrower agrees to pay to the applicable Issuer the amount of all Reimbursement Obligations, interest and other amounts payable to such Issuer under or in connection with any Facility Letter of Credit issued on behalf of such Borrower immediately when due, irrespective of any claim, set-off, defense or other right that such Borrower, the Company or any Subsidiary may have at any time against any Issuer or any other Person, under all circumstances, including without limitationextent set forth below, any Collateral Agent (and during any period that an Event of the following circumstancesDefault exists, each Lender) for:
(i) all reasonable legal, accounting, appraisal, consulting and other fees and out-of-pocket expenses incurred by such Agent (and during any lack period that an Event of validity Default exists, any Lender) in connection with (a) the negotiation and preparation of any of the Credit Documents or enforceability any amendment or modification thereto; (b) the administration of this Agreement the Credit Documents and the transactions contemplated thereby, subject to Section 3.2.2 hereof; and (c) any inspection of or audits conducted with respect to such Borrower’s or any Canadian Subsidiary Guarantor’s, as applicable, books and records or any of the other Loan Documents;Collateral, subject to Section 3.2.2 hereof; and
(ii) all legal, accounting, appraisal, consulting and other fees and out-of-pocket expenses incurred by the existence applicable Agent (and during any period that an Event of Default exists, any Lender) in connection with: (a) any effort to verify, protect, appraise (subject to Section 3.2.2 hereof), preserve, or restore any of the Collateral or to collect, sell, liquidate or otherwise dispose of or realize upon any of the Collateral; (b) any litigation, contest, dispute, suit, proceeding or action (whether instituted by or against such Agent, any applicable Collateral Agent, any applicable Lender, any applicable Borrower or any other Person) in any way arising out of or relating to any of the Collateral (or the validity, perfection or priority of such Agent’s Liens thereon), any of the Credit Documents or the validity, allowance or amount of any claimof the Obligations (unless such litigation is between Borrowers and the Canadian Subsidiary Guarantors and/or Agents and/or Collateral Agents and/or Lenders and a court having jurisdiction renders a final, setoffnon appealable judgment against Agents and/or Collateral Agents and/or Lenders, defense in which event Borrowers shall not be liable for, as applicable, Agents’, Collateral Agents’ or Lenders’ costs of such litigation); (c) the protection or enforcement of any rights or remedies of such Agent, any applicable Collateral Agent or any applicable Lender in any Insolvency Proceeding; (d) any other right that action taken by such Agent, any applicable Collateral Agent or any applicable Lender to enforce any of the rights or remedies of such Agent, such Collateral Agent or such Lender against any Borrower or any Subsidiary may have at any time against a beneficiary named in a Facility Letter of Credit or any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting), any Issuer, any Lender, or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between any Borrower or any Subsidiary and the beneficiary named in any Facility Letter of Credit);
(iii) any draft, certificate or any other document presented under the Facility Letter of Credit proving Account Debtors to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(iv) the surrender or impairment of any security for the performance or observance enforce collection of any of the terms Obligations or payments with respect to any of the Collateral; (e) any waiver of any Default or Event of Default under any of the Credit Documents, or any restructuring or forbearance with respect thereto; and (f) any action taken to perfect or maintain the perfection or priority of the applicable Agent’s Liens with respect to any of the Collateral. All amounts chargeable to Borrowers under this Section 3.3 shall constitute Obligations that are secured by all of the applicable Collateral and shall be payable on demand to the applicable Agent. Borrowers also shall reimburse the applicable Agent for expenses incurred by such Agent in its administration of any of the Loan Documents;
(v) Collateral to the occurrence of any Default extent and in the manner provided in Section 8 hereof or Unmatured Default;
(vi) payment by the Issuer under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or
(vii) any other event or circumstance whatsoever, whether or not similar to in any of the foregoingother Credit Documents. The foregoing shall be in addition to, and shall not be construed to limit, any other provision of any of the Credit Documents regarding the reimbursement by Obligors of costs, expenses or liabilities suffered or incurred by any Agent, any Collateral Agent or any Lender.
3.3.2. If at any time, in connection with the administration of the Credit Documents or the normal day-to-day operations and maintenance of the Loans, Administrative Agent or (with the consent of Administrative Agent) BASMLPFSI or any Lender shall agree to indemnify any Person (including Bank of America or Bank of America-Canada Branch) against losses or damages that might, but for the provisions of this Section 2.15.4, constitute a legal such Person may suffer or equitable discharge ofincur in its dealings or transactions with Borrowers and any Canadian Subsidiary Guarantor, or shall guarantee or provide a right assurance of setoff against, the Borrower’s obligations hereunder.
(b) The applicable Issuer shall promptly notify the applicable Borrower payment or performance of any draw under a Facility Letter liability or obligation of Credit (Borrowers or any Canadian Subsidiary Guarantor to such Person, including with respect to Bank Product Debt, then the Contingent Obligation of any Agent or any Lender providing any such drawindemnity, an “LC Disbursement”). Such Borrower guaranty or other assurance of payment or performance, together with any payment made or liability incurred by any Agent or any Lender in connection therewith, shall reimburse such LC Disbursement in constitute Obligations that are secured by the currency of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago timeCollateral and Borrowers shall repay, on the Business Day immediately following the day demand, any amount so paid or any liability incurred by any Agent or any Lender in connection with any such indemnity, guaranty or assurance, except that such Borrower receives such notice; provided that a Borrower may, subject repayment pursuant to the conditions to borrowing Section 2.3.3(i) shall be due as set forth hereinin that Section. Nothing herein shall be construed to impose upon any Agent or any Lender any obligation to provide any such indemnity, request that such payment be financed, if applicable given the currency of the LC Disbursement, with a Revolving Credit Loan guaranty or Swing Loan in an equivalent amount and, assurance except to the extent so financedprovided in Section 2.3 hereof. Administrative Agent shall use reasonable efforts to notify Borrower Agent of such indemnity, guaranty or assurance to the extent that such Borrower’s obligation indemnity, guaranty or assurance has not otherwise been expressly requested by Borrowers.
3.3.3. In the event that any financial statement or Borrowing Base Certificate delivered pursuant to make Section 10.1.3 or 8.4 is shown to be inaccurate (regardless of whether this Agreement or the Commitments are in effect when such payment shall be discharged inaccuracy is discovered), and replaced by such inaccuracy, if corrected would have led to a higher Applicable Margin for any period (an “Applicable Period”) than the resulting Revolving Credit Loan or Swing Loan. Any Reimbursement Obligation with respect to any Facility Letter of Credit shall bear interest from the date of the relevant drawings under the pertinent Facility Letter of Credit at Applicable Margin applied for such Applicable Period, then (i) in the case of Borrowers shall immediately deliver to Administrative Agent correct financial statements and a correct Borrowing Base Certificate for such Obligations denominated in U.S. DollarsApplicable Period, the interest rate for Floating Rate Loans or (ii) in the case of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably Applicable Margin shall be determined by reference to the Administrative Agent. In addition to its other rights, the Issuers correct financial statements and corrected Borrowing Base Certificate (but in no event shall also have all rights for indemnification and reimbursement as each Lender is entitled under this Agreement.Lenders owe any amounts to
Appears in 1 contract
Sources: Credit Agreement (Ryerson Inc.)
Reimbursement Obligations. (a) The applicable Borrower’s obligation to Borrowers shall reimburse LC Disbursements shall be absoluteLender for all reasonable legal, unconditional and irrevocableaccounting, and each Borrower agrees to pay to the applicable Issuer the amount of all Reimbursement Obligations, interest appraisal and other amounts payable to such Issuer under or fees and expenses incurred by Lender in connection with any Facility Letter of Credit issued on behalf of such Borrower immediately when due, irrespective (i) the negotiation and preparation of any claimof the DIP Financing Documents, set-offany amendment or modification to any of the DIP Financing Documents, defense any waiver of any Default or other right that such BorrowerEvent of Default thereunder, the Company or any Subsidiary may have at restructuring or forbearance with respect thereto; (ii) the administration of the DIP Financing Documents and the transactions contemplated thereby; (iii) any time action taken to perfect or maintain the perfection or priority of any of Lender's Liens with respect to any of the Collateral; (iv) any inspection of or audits conducted with respect to any Obligor's books and records or any of the Collateral; (v) any effort to verify, protect, preserve, or restore any of the Collateral or to collect, sell, liquidate or otherwise dispose of or realize upon any of the Collateral; (vi) any litigation, contest, dispute, suit, proceeding or action (whether instituted by or against Lender, any Issuer Obligor or any other Person) in any way arising out of or relating to any of the Collateral (or the validity, under all circumstances, including without limitationperfection or priority of any of Lender's Liens thereon), any of the following circumstances:
DIP Financing Documents or the validity, allowance or amount of any of the Obligations; (ivii) the protection or enforcement of any rights or remedies of Lender in any Insolvency Proceeding; and (viii) any lack other action taken by Lender to enforce any of validity the rights or enforceability remedies of Lender against any Obligor or any Account Debtors to enforce collection of any of the Obligations or payments with respect to any of the Collateral. All amounts chargeable to Borrowers under this Agreement Section 2.4 shall constitute Obligations that are secured by all of the Collateral and shall be payable to Lender on demand. Borrowers shall also reimburse Lender for reasonable expenses incurred by Lender in its administration of any of the Collateral to the extent and in the manner provided in Article 7 hereof or in any of the other Loan DIP Financing Documents;
(ii) the existence of any claim. The foregoing shall be in addition to, setoff, defense or other right that any Borrower or any Subsidiary may have at any time against a beneficiary named in a Facility Letter of Credit or any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may and shall not be acting)construed to limit, any Issuer, any Lender, or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between any Borrower or any Subsidiary and the beneficiary named in any Facility Letter of Credit);
(iii) any draft, certificate or any other document presented under the Facility Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(iv) the surrender or impairment of any security for the performance or observance provision of any of the terms DIP Financing Documents regarding the reimbursement by Borrowers of any of the Loan Documents;
(v) the occurrence of any Default costs, expenses or Unmatured Default;
(vi) payment liabilities suffered or incurred by the Issuer under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or
(vii) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.15.4, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunderLender.
(b) The applicable Issuer shall promptly notify the applicable Borrower of any draw under a Facility Letter of Credit (any such draw, an “LC Disbursement”). Such Borrower shall reimburse such LC Disbursement in the currency of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago time, on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency of the LC Disbursement, with a Revolving Credit Loan or Swing Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Loan or Swing Loan. Any Reimbursement Obligation with respect to any Facility Letter of Credit shall bear interest from the date of the relevant drawings under the pertinent Facility Letter of Credit at (i) in the case of such Obligations denominated in U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition to its other rights, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this Agreement.
Appears in 1 contract
Sources: Debt Agreement (BMC Software Inc)
Reimbursement Obligations. (a) The applicable Borrower’s obligation to reimburse LC Disbursements shall be absolute, unconditional and irrevocable, and each Each Borrower agrees to pay to the applicable Issuer the amount of all Reimbursement Obligations, interest and other amounts payable to such the Issuer under or in connection with any Facility Letter of Credit issued on behalf of such Borrower immediately when due, irrespective of any claim, set-off, defense or other right that such which the Borrower, the Company or any Subsidiary may have at any time against any the Issuer or any other Person, under all circumstances, including without limitation, any of the following circumstances:
: (i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents;
; (ii) the existence of any claim, setoff, defense or other right that which any Borrower or any Subsidiary may have at any time against a beneficiary named in a Facility Letter of Credit or any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting), any Issuer, any Lender, or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between any Borrower or any Subsidiary and the beneficiary named in any Facility Letter of Credit);
; (iii) any draft, certificate or any other document presented under the Facility Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents;
; or (v) the occurrence of any Default or Unmatured Default;
(vi) payment by the Issuer under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or
(vii) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.15.4, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder.
(b) The applicable Issuer shall promptly notify the applicable Borrower of any draw under a Facility Letter of Credit (any such draw, an “LC Disbursement”)Credit. Such Borrower shall reimburse such LC Disbursement in the currency applicable Issuer for drawings under a Facility Letter of Credit issued by it on behalf of such LC Disbursement by paying to Borrower promptly after the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago time, on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency of the LC Disbursement, with a Revolving Credit Loan or Swing Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Loan or Swing LoanIssuer. Any Reimbursement Obligation with respect to any Facility Letter of Credit shall bear interest from the date of the relevant drawings under the pertinent Facility Letter of Credit at (i) in the case of such Obligations denominated in U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of such Obligations denominated in an Available Agreed Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition to its other rights, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this Agreement.
Appears in 1 contract
Reimbursement Obligations. 2.4.1. Borrowers shall reimburse each Agent and (aduring any period that an Event of Default exists) The applicable Borrower’s obligation to reimburse LC Disbursements shall be absoluteeach Lender for all legal, unconditional and irrevocableaccounting, and each Borrower agrees to pay to the applicable Issuer the amount of all Reimbursement Obligationsappraisal, interest consulting and other amounts payable to such Issuer under fees and expenses incurred by any Agent or any Lender in connection with any Facility Letter of Credit issued on behalf of such Borrower immediately when due, irrespective (i) the negotiation and preparation of any claimof the Loan Documents, set-offany amendment or modification thereto, defense any waiver of any Default or other right that such BorrowerEvent of Default thereunder, the Company or any Subsidiary may have at restructuring or forbearance with respect thereto; (ii) the administration of the Loan Documents and the transactions contemplated thereby; (iii) action taken to perfect or maintain the perfection or priority of any time of Administrative Agent’s Liens with respect to any of the Collateral; (iv) any inspection of or audits conducted with respect to any Borrower’s books and records or any of the Collateral subject to the limitations on reimbursements set forth in Section 2.2.4 hereof; (v) any effort to verify, protect, appraise, preserve, or restore any of the Collateral (subject to the limitations on reimbursements for appraisals of Inventory set forth in Section 2.2.4 hereof) or to collect, sell, liquidate or otherwise dispose of or realize upon any of the Collateral; (vi) any litigation, contest, dispute, suit, proceeding or action (whether instituted by or against either Agent, any Issuer Lender, any Obligor or any other PersonPerson (but not in respect of any suit or proceeding instituted by any Lender against any other Lender or any Agent)) in any way arising out of or relating to any of the Collateral (or the validity, under all circumstances, including without limitationperfection or priority of any of Administrative Agent’s Liens thereon), any of the following circumstances:
Loan Documents or the validity, allowance or amount of any of the Obligations; (ivii) the protection or enforcement or any rights or remedies of any Agent or any Lender in any Insolvency Proceeding; and (viii) any lack other action taken by any Agent or any Lender to enforce any of validity the rights or enforceability remedies of such Agent or such Lender against any Obligor or any Account Debtors to enforce collection of any of the Obligations or payments with respect to any of the Collateral. All amounts chargeable to Borrowers under this Section 2.4 shall constitute Obligations that are secured by all of the Collateral and shall be payable on demand to Administrative Agent. Borrowers shall also reimburse Administrative Agent for expenses incurred by Administrative Agent in its administration of any of the Collateral to the extent and in the manner provided in Section 7 hereof, in the Security Agreement or in any of the other Loan Documents;
(ii) the existence of any claim. The foregoing shall be in addition to, setoff, defense or other right that any Borrower or any Subsidiary may have at any time against a beneficiary named in a Facility Letter of Credit or any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may and shall not be acting)construed to limit, any Issuer, any Lender, or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between any Borrower or any Subsidiary and the beneficiary named in any Facility Letter of Credit);
(iii) any draft, certificate or any other document presented under the Facility Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(iv) the surrender or impairment of any security for the performance or observance of any of the terms provision of any of the Loan Documents;Documents regarding the reimbursement by Borrowers of costs, expenses or liabilities suffered or incurred by any Agent or any Lender.
2.4.2. If at any time Administrative Agent shall agree to indemnify any Lender or any Affiliate or a Lender (vincluding Bank) against losses or damages that such Person may suffer or incur in its dealings or transactions with Borrowers, or shall guarantee any liability or obligation of Borrowers to such Person, or otherwise shall provide assurances of Borrowers’ payment or performance under any agreement with such Person, including indemnities, guaranties or other assurances of payment or performance given by Administrative Agent with respect to Banking Relationship Debt and Letters of Credit, then the occurrence Contingent Obligation of Administrative Agent providing any Default such indemnity, guaranty or Unmatured Default;
(vi) other assurance of payment or performance, together with any payment made or liability incurred by Administrative Agent in connection therewith, shall constitute Obligations that are secured by the Issuer under a Letter Collateral and Borrowers shall repay, on demand, any amount so paid or any liability incurred by Administrative Agent in connection with any such indemnity, guaranty or assurance, except that repayment with respect to any LC Support shall be due on the Reimbursement Date as provided in Section 1.3.1(iii). Nothing herein shall be construed to impose upon Administrative Agent any obligation to provide any such indemnity, guaranty or assurance except to the extent provided in Section 1.3 hereof. The foregoing agreement of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or
(vii) any other event or circumstance whatsoever, Borrowers shall apply whether or not similar such indemnity, guaranty or assurance is in writing or oral, and shall be in addition to any of the foregoing, that might, but for the provisions of this Section 2.15.4the Loan Documents regarding reimbursement by Borrowers of costs, constitute a legal expenses or equitable discharge of, liabilities suffered or provide a right of setoff against, the Borrower’s obligations hereunder.
(b) The applicable Issuer shall promptly notify the applicable Borrower of any draw under a Facility Letter of Credit (any such draw, an “LC Disbursement”). Such Borrower shall reimburse such LC Disbursement in the currency of such LC Disbursement incurred by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago time, on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency of the LC Disbursement, with a Revolving Credit Loan or Swing Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Loan or Swing Loan. Any Reimbursement Obligation with respect to any Facility Letter of Credit shall bear interest from the date of the relevant drawings under the pertinent Facility Letter of Credit at (i) in the case of such Obligations denominated in U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition to its other rights, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this Agreement.
Appears in 1 contract
Reimbursement Obligations. (a) The 3.3.1. Borrowers shall reimburse the applicable Borrower’s obligation to reimburse LC Disbursements shall be absoluteAgent or, unconditional and irrevocable, and each Borrower agrees to pay to the applicable Issuer the amount of all Reimbursement Obligations, interest and other amounts payable to such Issuer under or in connection with any Facility Letter of Credit issued on behalf of such Borrower immediately when due, irrespective of any claim, set-off, defense or other right that such Borrower, the Company or any Subsidiary may have at any time against any Issuer or any other Person, under all circumstances, including without limitationextent set forth below, any Collateral Agent (and during any period that an Event of the following circumstancesDefault exists, each Lender) for:
(i) all reasonable legal, accounting, appraisal, consulting and other fees and out-of-pocket expenses incurred by such Agent (and during any lack period that an Event of validity Default exists, any Lender) in connection with (a) the negotiation and preparation of any of the Credit Documents or enforceability any amendment or modification thereto; (b) the administration of this Agreement the Credit Documents and the transactions contemplated thereby, subject to Section 3.2.2 hereof; and (c) any inspection of or audits conducted with respect to such Borrower’s or any Canadian Subsidiary Guarantor’s, as applicable, books and records or any of the other Loan Documents;Collateral, subject to Section 3.2.2 hereof; and
(ii) all legal, accounting, appraisal, consulting and other fees and out-of-pocket expenses incurred by the existence applicable Agent (and during any period that an Event of Default exists, any Lender) in connection with: (a) any effort to verify, protect, appraise (subject to Section 3.2.2 hereof), preserve, or restore any of the Collateral or to collect, sell, liquidate or otherwise dispose of or realize upon any of the Collateral; (b) any litigation, contest, dispute, suit, proceeding or action (whether instituted by or against such Agent, any applicable Collateral Agent, any applicable Lender, any applicable Borrower or any other Person) in any way arising out of or relating to any of the Collateral (or the validity, perfection or priority of such Agent’s Liens thereon), any of the Credit Documents or the validity, allowance or amount of any claimof the Obligations (unless such litigation is between Borrowers and the Canadian Subsidiary Guarantors and/or Agents and/or Collateral Agents and/or Lenders and a court having jurisdiction renders a final, setoffnon-appealable judgment against Agents and/or Collateral Agents and/or Lenders, defense in which event Borrowers shall not be liable for, as applicable, Agents’, Collateral Agents’ or Lenders’ costs of such litigation); (c) the protection or enforcement of any rights or remedies of such Agent, any applicable Collateral Agent or any applicable Lender in any Insolvency Proceeding; (d) any other right that action taken by such Agent, any applicable Collateral Agent or any applicable Lender to enforce any of the rights or remedies of such Agent, such Collateral Agent or such Lender against any Borrower or any Subsidiary may have at any time against a beneficiary named in a Facility Letter of Credit or any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting), any Issuer, any Lender, or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between any Borrower or any Subsidiary and the beneficiary named in any Facility Letter of Credit);
(iii) any draft, certificate or any other document presented under the Facility Letter of Credit proving Account Debtors to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(iv) the surrender or impairment of any security for the performance or observance enforce collection of any of the terms Obligations or payments with respect to any of the Collateral; (e) any waiver of any Default or Event of Default under any of the Credit Documents, or any restructuring or forbearance with respect thereto; and (f) any action taken to perfect or maintain the perfection or priority of the applicable Agent’s Liens with respect to any of the Collateral. All amounts chargeable to Borrowers under this Section 3.3 shall constitute Obligations that are secured by all of the applicable Collateral and shall be payable on demand to the applicable Agent. Borrowers also shall reimburse the applicable Agent for expenses incurred by such Agent in its administration of any of the Loan Collateral to the extent and in the manner provided in Section 8 hereof or in any of the other Credit Documents;. The foregoing shall be in addition to, and shall not be construed to limit, any other provision of any of the Credit Documents regarding the reimbursement by Obligors of costs, expenses or liabilities suffered or incurred by any Agent, any Collateral Agent or any Lender.
3.3.2. If at any time, in connection with the administration of the Credit Documents or the normal day-to-day operations and maintenance of the Loans, Administrative Agent or (with the consent of Administrative Agent) MLPFSI or any Lender shall agree to indemnify any Person (including Bank of America or Bank of America-Canada Branch) against losses or damages that such Person may suffer or incur in its dealings or transactions with Borrowers and any Canadian Subsidiary Guarantor, or shall guarantee or provide assurance of payment or performance of any liability or obligation of Borrowers or any Canadian Subsidiary Guarantor to such Person, including with respect to Bank Product Debt, then the Contingent Obligation of any Agent or any Lender providing any such indemnity, guaranty or other assurance of payment or performance, together with any payment made or liability incurred by any Agent or any Lender in connection therewith, shall constitute Obligations that are secured by the Collateral and Borrowers shall repay, on demand, any amount so paid or any liability incurred by any Agent or any Lender in connection with any such indemnity, guaranty or assurance, except that repayment pursuant to Section 2.3.3(i) shall be due as set forth in that Section. Nothing herein shall be construed to impose upon any Agent or any Lender any obligation to provide any such indemnity, guaranty or assurance except to the extent provided in Section 2.3 hereof. Administrative Agent shall use reasonable efforts to notify Borrower Agent of such indemnity, guaranty or assurance to the extent that such indemnity, guaranty or assurance has not otherwise been expressly requested by Borrowers.
3.3.3. In the event that any financial statement or Borrowing Base Certificate delivered pursuant to Section 10.1.3 or 8.4 is shown to be inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected would have led to a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then
(vi) Borrowers shall immediately deliver to Administrative Agent correct financial statements and a correct Borrowing Base Certificate for such Applicable Period, (ii) the occurrence Applicable Margin shall be determined by reference to the correct financial statements and corrected Borrowing Base Certificate (but in no event shall Lenders owe any amounts to Borrowers), and (iii) Borrowers shall immediately pay to the applicable Agent the additional interest owing as a result of any Default or Unmatured Default;
(vi) such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Issuer under a Letter of Credit against presentation of a draft or other document that does not comply applicable Agent in accordance with the terms of such Letter of Credit; or
(vii) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.15.4, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder.
(b) The applicable Issuer shall promptly notify the applicable Borrower of any draw under a Facility Letter of Credit (any such draw, an “LC Disbursement”)hereof. Such Borrower shall reimburse such LC Disbursement in the currency of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago time, on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency of the LC Disbursement, with a Revolving Credit Loan or Swing Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Loan or Swing Loan. Any Reimbursement Obligation with respect to any Facility Letter of Credit shall bear interest from the date of the relevant drawings under the pertinent Facility Letter of Credit at (i) in the case of such Obligations denominated in U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition to its other rights, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this Agreement.This
Appears in 1 contract
Reimbursement Obligations. The Applicant hereby agrees to reimburse the Bank forthwith upon demand in an amount equal to any payment or disbursement made by the Bank under any Letter of Credit or any time draft issued pursuant thereto, together with interest on the amount so paid or disbursed by the Bank from and including the date of payment or disbursement to but not including the date the Bank is reimbursed by the Applicant at a rate per annum equal to the Prime Rate from time to time in effect plus 2% (or, if less, the maximum rate permitted by applicable law). The obligation of the Applicant to reimburse the Bank under this Section 3 for payments and disbursements made by the Bank under any Letter of Credit or any time draft issued pursuant thereto shall be absolute and unconditional under any and all circumstances, including, without limitation, the following:
(a) The applicable Borrower’s obligation to reimburse LC Disbursements shall be absolute, unconditional and irrevocable, and each Borrower agrees to pay to the applicable Issuer the amount any failure of all Reimbursement Obligations, interest and other amounts payable to any Item presented under such Issuer under or in connection with any Facility Letter of Credit issued on behalf to strictly comply with the terms of such Borrower immediately when dueLetter of Credit;
(b) the legality, irrespective validity, regularity or enforceability of such Letter of Credit or of any Item presented thereunder;
(c) any defense based on the identity of the transferee of such Letter of Credit or the sufficiency of the transfer if such Letter of Credit is transferable;
(d) the existence of any claim, set-off, oft defense or other right that such Borrower, the Company or any Subsidiary Applicant may have at any time against any Issuer beneficiary or any other Person, under all circumstances, including without limitation, any transferee of the following circumstances:
(i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents;
(ii) the existence of any claim, setoff, defense or other right that any Borrower or any Subsidiary may have at any time against a beneficiary named in a Facility such Letter of Credit or any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting)Credit, any Issuer, any Lender, the Bank or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein hereby or any unrelated transactions (including any underlying transactions between any Borrower or any Subsidiary and the beneficiary named in any Facility Letter of Credit)transaction;
(iiie) any draft, certificate or any other document Item presented under the Facility such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(ivf) honor of a demand for payment presented electronically even if such Letter of Credit requires that demand be in the surrender or impairment form of any security for the performance or observance of any of the terms of any of the Loan Documentsa draft;
(vg) waiver by the occurrence Bank of any Default requirement that exists for the Bank's protection and not the protection of the Applicant or Unmatured Defaultany waiver by the Bank which does not in fact materially prejudice the Applicant;
(vih) any payment made by the Issuer under a Bank in respect of an Item presented after the date specified as the expiration date of, or the date by which documents must be received under, such Letter of Credit against presentation of a draft if payment after such date is authorized by the ISP, the UCC or other document that does not comply with the terms of such Letter of CreditUCP, as applicable; or
(viii) any other event circumstance or circumstance happening whatsoever, whether or not similar to any of the foregoing, ; provided that might, but the Applicant shall not be obligated to reimburse the Bank for any wrongful payment or disbursement made by the provisions of this Section 2.15.4, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder.
(b) The applicable Issuer shall promptly notify the applicable Borrower of Bank under any draw under a Facility Letter of Credit (as a result of any such draw, an “LC Disbursement”). Such Borrower shall reimburse such LC Disbursement in the currency of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago time, act or omission constituting gross negligence or willful misconduct on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency part of the LC Disbursement, with a Revolving Credit Loan or Swing Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Loan or Swing Loan. Any Reimbursement Obligation with respect to any Facility Letter of Credit shall bear interest from the date of the relevant drawings under the pertinent Facility Letter of Credit at (i) in the case of such Obligations denominated in U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition to its other rights, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this AgreementBank.
Appears in 1 contract
Sources: Loan Agreement (Talx Corp)
Reimbursement Obligations. (a) If GE Capital makes any payment to a LOC Beneficiary with respect to a Letter of Credit, the Partnership shall reimburse GE Capital for the amount thereof not later than the close of business on the Business Day on which payment by GE Capital was made and shall pay all charges and expenses relating to such payment and, if such payment is not made when due, shall pay upon demand interest at a rate equal to the Base Rate plus 2.50% on the amount of such payment for the period commencing on and including the date of any such payment and ending on but not including the date reimbursement is received by GE Capital (after as well as before judgment). The applicable Borrower’s obligation of the Partnership to reimburse LC Disbursements shall be GE Capital for Letter of Credit payments (such obligation being herein called the "LOC Reimbursement Obligation") is absolute, unconditional and irrevocableirrevocable and shall be observed strictly in accordance with the terms of this Agreement under all circumstances whatsoever including, and each Borrower agrees to pay to without limitation, the applicable Issuer the amount following circumstances: (i) any lack of all Reimbursement Obligationslegality, interest and other amounts payable to such Issuer under validity, enforceability or in connection with regularity of any Facility Letter of Credit issued on behalf Credit, this Agreement or any other Transaction Document; (ii) any amendment, waiver of such Borrower immediately when due, irrespective or any consent to or departure from all or any of the Transaction Documents; (iii) the existence of any claim, set-off, defense defense, counterclaim or other right that such Borrower, which the Company or any Subsidiary Partnership may have at any time against GE Capital, the Owner Trustee, the Security Agent, the Indenture Trustee, any Issuer LOC Beneficiary or any other Person, under all circumstances, including without limitation, any of the following circumstances:
(i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents;
(ii) the existence of any claim, setoff, defense or other right that any Borrower or any Subsidiary may have at any time against a beneficiary named in a Facility Letter of Credit or any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting), any Issuer, any Lender, or any other Personperson, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein Lease Documents, the Project Documents or any unrelated transactions transaction; (including any underlying transactions between any Borrower or any Subsidiary and the beneficiary named in any Facility Letter of Credit);
(iiiiv) any draft, certificate statement or any other document presented under the Facility any Letter of Credit proving to be forged, fraudulent, fraudulent or invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents;
respect whatsoever; (v) the occurrence of any Default or Unmatured Default;
(vi) payment by the Issuer GE Capital under a any Letter of Credit against presentation of a sight draft or other document certificate that does not comply with the terms of such Letter of Credit; or
(vi) the existence of any dispute between the Partnership and any LOC Beneficiary or any transferee thereof; (vii) any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit; and (viii) any other event circumstance or circumstance happening whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.15.4, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder.
(b) The applicable Issuer Without limiting the effect of paragraph (a) above, the Partnership agrees with GE Capital that:
(i) GE Capital is authorized to make payments under each Letter of Credit upon the presentation of the documents provided for therein and without regard to whether the Partnership has failed to fulfill any of its obligations with respect to any Project Document, Lease Document or other Financing Document or any other default has occurred thereunder.
(ii) GE Capital is authorized to take such action on its behalf under the provisions of this Agreement and to exercise such powers and perform such duties as are specifically delegated to or required of it by the terms hereof, together with such powers as are reasonably incidental thereto.
(iii) GE Capital shall promptly notify be entitled to rely upon any certificate, notice, demand or other communication (whether by cable, telegram, telecopy, telex or other written communication) believed by it to be genuine and to have been signed or sent by the applicable Borrower proper Person or Persons (and no such reliance or failure shall place it under any liability to the Partnership or limit or otherwise affect the Partnership's obligations under this Agreement).
(iv) Any action, inaction or omission on the part of GE Capital under or in connection with any Letter of Credit or the instruments or documents related thereto, if in good faith and in conformity with such laws, regulations or customs as GE Capital may reasonably deem to be applicable, shall be binding upon the Partnership (and shall not place GE Capital under any liability to the Partnership or limit or otherwise affect the Partnership's obligations under this Agreement).
(v) Notwithstanding any change or modification, with or without the consent of the Partnership, in any instruments or documents called for in any Letter of Credit, including waiver of noncompliance of any draw under a Facility such instruments or documents with the terms of any Letter of Credit, this Agreement shall be binding on the Partnership with regard to each Letter of Credit and to any action taken by GE Capital relative thereto.
(vi) The Partnership will indemnify and hold harmless GE Capital from any loss or expense arising from or in connection with any Letter of Credit (exclusive of any such draw, an “LC Disbursement”). Such Borrower shall reimburse such LC Disbursement in the currency of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago time, on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency of the LC Disbursement, with a Revolving Credit Loan loss or Swing Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Loan or Swing Loan. Any Reimbursement Obligation with respect to any Facility Letter of Credit shall bear interest expense arising directly from the date gross negligence or wilful misconduct of the relevant drawings under the pertinent Facility Letter of Credit at (i) in the case of such Obligations denominated in U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition to its other rights, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this AgreementGE Capital).
Appears in 1 contract
Sources: Letter of Credit Reimbursement Agreement (Panda Interfunding Corp)
Reimbursement Obligations. (a) The applicable Borrower’s obligation to reimburse LC Disbursements shall be absolute, unconditional and irrevocable, and each Borrower agrees to pay to the Issuer of a Letter of Credit (i) on each date that any amount is drawn under each Letter of Credit (or, if any draw is paid by the Issuer after 3:00 p.m. (Chicago time) on such date, on the next succeeding Business Day) a sum (and interest on such sum as provided in clause (ii) below) equal to the amount so drawn plus all other charges and expenses with respect thereto specified in Section 3.9 or in the applicable -25- 36 Reimbursement Agreement and (ii) interest on any and all amounts remaining unpaid under this Section 3.4 until payment in full at the rate per annum, computed for actual days elapsed based on a 365 or 366 day year, as applicable, equal to (A) the Alternate Base Rate for such day for the first two days following the due date of any Reimbursement Obligations, and (B) the Alternate Base Rate for such day plus 2% per annum. The Borrower agrees to pay to the Issuer the amount of all Reimbursement Obligations, interest and other amounts payable to such Issuer under or Obligations owing in connection with respect of any Facility Letter of Credit issued on behalf of such Borrower immediately when due, irrespective of any claim, set-off, defense or other right that such Borrower, the Company or any Subsidiary may have at any time against any Issuer or any other Person, under all circumstances, including including, without limitation, any of the following circumstances:
: (iw) any lack of validity or enforceability of this Agreement or any of the other Loan Facility Documents;
; (iix) the existence of any claim, setoffset-off, defense or other right that any which the Borrower or any Subsidiary may have at any time against a beneficiary named in a Facility Letter of Credit or Credit, any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting), any Issuer, any Lender, Lender or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions transaction between any the Borrower or any Subsidiary and the beneficiary named in any Facility Letter of Credit);
; (iiiy) the validity, sufficiency or genuineness of any draft, certificate or any other document presented under which the Facility Issuer has determined in good faith complies on its face with the terms of the applicable Letter of Credit proving Credit, even if such document should later prove to be have been forged, fraudulent, invalid or insufficient in any respect or any statement therein being shall have been untrue or inaccurate in any respect;
; or (ivz) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents;
(v) the occurrence of any Default or Unmatured Default;
(vi) payment by the Issuer under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or
(vii) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.15.4, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunderhereof.
(b) Notwithstanding any provisions to the contrary in any Reimbursement Agreement, the Borrower agrees to reimburse the Issuer for amounts which the Issuer pays under such Letter of Credit no later than the time specified in this Agreement. If the Borrower does not pay any such Reimbursement Obligations when due, the Borrower shall be deemed to have immediately requested that the Lenders make an Alternate Base Rate Advance under this Agreement in a principal amount equal to such unreimbursed Reimbursement Obligations. The applicable Issuer Agent shall promptly notify the applicable Lenders of such deemed request and, without the necessity of compliance with the requirements of Sections 2.5, 3.5 and 5.2, each Lender shall make available to the Agent its Revolving Credit Loan in the manner prescribed for Alternate Base Rate Advances. The proceeds of such Revolving Credit Loans shall be paid over by the Agent to the Issuer for the account of the Borrower in satisfaction of such unreimbursed Reimbursement Obligations, which shall thereupon be deemed satisfied by the proceeds of, and replaced by, such Alternate Base Rate Advance.
(c) If the Issuer makes a payment on account of any draw under a Facility Letter of Credit and is not concurrently reimbursed therefor by the Borrower and if for any reason an Alternate Base Rate Advance may not be made pursuant to paragraph (any such drawb) above, an “LC Disbursement”). Such Borrower shall reimburse such LC Disbursement in then as promptly as practical during normal banking hours on the currency date of its receipt of such LC Disbursement by paying notice or, if not practicable on such date, not later than noon (Chicago time) on the Business Day immediately succeeding such date of notification, each Lender shall deliver to the Administrative Agent for the account of the Issuer, in immediately available funds, the purchase price for such Lender's interest in such unreimbursed Reimbursement Obligations, which shall be an amount equal to such LC Disbursement not later than 1:00 P.M.Lender's pro-rata share of such payment. Each Lender shall, Chicago time, on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency of the LC Disbursement, with a Revolving Credit Loan or Swing Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced upon demand by the resulting Revolving Credit Loan or Swing Loan. Any Reimbursement Obligation with respect to any Facility Letter Issuer, pay the Issuer interest on such Lender's pro-rata share of Credit shall bear interest such draw from the date of payment by the relevant drawings under the pertinent Facility Issuer on account of such Letter of Credit until the date of delivery of such funds to the Issuer by such Lender at a rate per annum, computed for actual days elapsed based on a 360-day year, equal to the Federal Funds Effective Rate for such period; provided, that such
(id) At any time after the Issuer has made a payment on account of any Letter of Credit and has received from any other Lender such Lender's pro-rata share of such payment, such Issuer shall, forthwith upon its receipt of any reimbursement (in whole or in part) by the Borrower for such payment, or of any other amount from the Borrower or any other Person in respect of such payment (including, without limitation, any payment of interest or penalty fees and any payment under any collateral account agreement of the Borrower or any Facility Document but excluding any transfer of funds from any other Lender pursuant to Section 3.4(b)), transfer to such other Lender such other Lender's ratable share of such reimbursement or other amount; provided, that interest shall accrue for the benefit of such Lender from the time such Issuer has made a payment on account of any Letter of Credit; provided, further, that in the case event that the receipt by the Issuer of such reimbursement or other amount is found to have been a transfer in fraud of creditors or a preferential payment under the United States Bankruptcy Code or is otherwise required to be returned, such Lender shall promptly return to the Issuer any portion thereof previously transferred by the Issuer to such Lender, but without interest to the extent that interest is not payable by the Issuer in connection therewith.
(e) All payments in respect of Reimbursement Obligations denominated shall be in U.S. Dollars, Dollars at the interest Issuer's selling rate for Floating Rate Loans cable transfers to the place of payment of the Letter of Credit current on the date of payment or (ii) in of the case Issuer's settlement of such Obligations denominated in an Available Foreign Currencyits obligation, as the Issuer may require or, at the correlative floating Issuer's election, in the currency in which the Issuer was required to pay such Letter of Credit. If, for any cause, on the date of payment or settlement, as the case may be, there is no selling rate or other rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated exchange generally current in Chicago for effecting such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition to its other rightstransfers, the Issuers Borrower will pay the Issuer on demand an amount in Dollars equivalent to the Issuer's actual cost of settlement on its obligation however or whenever the Issuer shall also have all rights for indemnification and reimbursement as each Lender is entitled under this Agreementmake such settlement, with interest at the Alternate Base Rate from the date of settlement to the date of payment.
Appears in 1 contract
Reimbursement Obligations. (a1) The applicable Borrower’s obligation to reimburse LC Disbursements shall be absolute, unconditional and irrevocable, and each Borrower agrees to pay to the applicable Issuer Administrative Agent, without duplication, the amount of all Reimbursement Obligations, interest and other amounts payable to such Issuer the Administrative Agent under or in connection with any Facility Letter of Credit issued on behalf of such Borrower immediately when due, irrespective of any claim, set-offsetoff, defense or other right that such Borrower, which the Company Borrower or any Subsidiary may have at any time against any the Issuer or any other Person, under all circumstances, including without limitation, any of the following circumstances:
(ia) any lack of validity or enforceability of this Agreement or any of the other Loan Documents;
(iib) the existence of any claim, setoff, defense or other right that any which the Borrower or any Subsidiary may have at any time against a beneficiary named in a Facility Letter of Credit or any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting), any the Issuer, any Lender, or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between any the Borrower or any Subsidiary and the beneficiary named in any Facility Letter of Credit);
(iiic) any draft, certificate or any other document presented under the Facility Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respectrespect (provided that, if all Reimbursement Obligations have been paid in full and there is no Default or Unmatured Default, the Issuer shall assign, without recourse, representation or warranty, to the Borrower any claim, if any, it may have against any person that has drawn on a Facility Letter of Credit pursuant to a draft, certificate or other document which was forged, fraudulent, invalid or insufficient in any respect or any statement therein being true or inaccurate in any respect pursuant to such Facility Letter of Credit);
(ivd) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents;
(ve) the occurrence of any Default or Unmatured Default;
(vi) payment by the Issuer under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or
(vii) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.15.4, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder.
(b2) The applicable Issuer shall promptly notify the applicable Borrower of any draw under a Facility Letter of Credit (any such draw, an “LC Disbursement”). Such Borrower shall reimburse such LC Disbursement in the currency of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago time, on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency of the LC Disbursement, with a Revolving Credit Loan or Swing Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Loan or Swing Loan. Any Reimbursement Obligation with respect to any Facility Letter of Credit shall bear interest from the date of the relevant drawings under the pertinent Facility Letter of Credit at (i) in the case of such Obligations denominated in U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition to its other rights, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this Agreement.Facility
Appears in 1 contract
Reimbursement Obligations. (a) The applicable Borrower’s obligation Each of the Borrowers hereby jointly and severally unconditionally and irrevocably agrees to reimburse LC Disbursements shall be absolute, unconditional and irrevocable, and the Issuing Lender for each Borrower agrees to pay to payment or disbursement made by the applicable Issuer the amount of all Reimbursement Obligations, interest and other amounts payable to such Issuer Issuing Lender under or in connection with any Facility Letter of Credit issued honoring any demand for payment made by the beneficiary thereunder, in each case on behalf the date that such payment or disbursement is made. Any amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender is reimbursed by any Borrower immediately when duetherefor, irrespective payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, 2%. The Issuing Lender shall notify the Loan Party Representative and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the Issuing Lender to so notify the Loan Party Representative or the Administrative Agent shall not affect the rights of the Issuing Lender or the Lenders in any manner whatsoever.
(b) The Borrowers’ reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (a) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense or other right that such Borrower, the Company or which any Subsidiary may have at any time against any Issuer or any other Person, under all circumstances, including without limitation, any of the following circumstances:
(i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents;
(ii) the existence of any claim, setoff, defense or other right that any Borrower or any Subsidiary Party may have at any time against a beneficiary named in a Facility Letter of Credit or Credit, any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting), any Issuerthe Administrative Agent, the Issuing Lender, any Lender, Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any Facility Letter of Creditother Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transactions transaction between any Borrower or any Subsidiary Loan Party and the beneficiary named in any Facility Letter of Credit);
, (iiic) the validity, sufficiency or genuineness of any draft, certificate or any other document presented under which the Facility Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit proving Credit, even if such document should later prove to be have been forged, fraudulent, invalid or insufficient in any respect or any statement therein being shall have been untrue or inaccurate in any respect;
, or (ivd) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender) under or in connection with any Letter of Credit or any related matters shall, absent gross negligence or willful misconduct, result in any liability of the Administrative Agent or any Lender to any Loan Party, or relieve any Loan Party of any of the Loan Documents;
(v) the occurrence of any Default or Unmatured Default;
(vi) payment by the Issuer under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or
(vii) any other event or circumstance whatsoever, whether or not similar its obligations hereunder to any of the foregoing, that might, but for the provisions of this Section 2.15.4, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereundersuch Person.
(b) The applicable Issuer shall promptly notify the applicable Borrower of any draw under a Facility Letter of Credit (any such draw, an “LC Disbursement”). Such Borrower shall reimburse such LC Disbursement in the currency of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago time, on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency of the LC Disbursement, with a Revolving Credit Loan or Swing Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Loan or Swing Loan. Any Reimbursement Obligation with respect to any Facility Letter of Credit shall bear interest from the date of the relevant drawings under the pertinent Facility Letter of Credit at (i) in the case of such Obligations denominated in U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition to its other rights, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this Agreement.
Appears in 1 contract
Reimbursement Obligations. (a) The applicable Borrower’s failure of any Revolving Lender to make any payment to the account of the Revolving LC Issuing Bank in accordance with Section 3.2(c) shall not relieve any other Revolving Lender of its obligation to reimburse LC Disbursements make payment, but no Revolving Lender shall be absolute, responsible for the failure of any other Revolving Lender.
(b) The payment obligations of each Revolving Lender under Section 3.2(c) and of the Borrower under this Agreement in respect of any payment under any Revolving LC and any Revolving Loan shall be unconditional and irrevocable, irrevocable and each Borrower agrees to pay to shall be paid strictly in accordance with the applicable Issuer the amount terms of all Reimbursement Obligations, interest and other amounts payable to such Issuer under or in connection with any Facility Letter of Credit issued on behalf of such Borrower immediately when due, irrespective of any claim, set-off, defense or other right that such Borrower, the Company or any Subsidiary may have at any time against any Issuer or any other Person, this Agreement under all circumstances, including without limitation, any of the following circumstances:
(i) any lack of validity or enforceability of this Agreement any P1 Financing Document or any other agreement or instrument relating thereto or to such Revolving LC;
(ii) any amendment or waiver of, or any consent to departure from, all or any of the other Loan P1 Financing Documents;
(iiiii) the existence of any claim, setoffset-off, defense defense, or other right that any which the Borrower or any Subsidiary may have at any time against a beneficiary named in a Facility Letter of Credit any beneficiary, or any transferee transferee, of any Facility Letter of Credit a Revolving |US-DOCS\137622719.74|| LC (or any Person Persons for whom any such beneficiary or any such transferee may be acting), any Issuer, any Lenderthe Revolving LC Issuing Bank, or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein or by a Revolving LC, or any unrelated transactions (including any underlying transactions between any Borrower or any Subsidiary and the beneficiary named in any Facility Letter of Credit)transaction;
(iiiiv) any draft, certificate statement or any other document presented under the Facility Letter of Credit a Revolving LC proving to be forged, fraudulent, invalid invalid, or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents;
(v) the occurrence of any Default or Unmatured Default;
(vi) payment in good faith by the Issuer Revolving LC Issuing Bank under a Letter of Credit Revolving LC issued by the Revolving LC Issuing Bank against presentation of a draft or other document that certificate which does not comply with the terms of such Letter of CreditRevolving LC; or
(viivi) any other event circumstance or circumstance happening whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.15.4, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder.
(b) The applicable Issuer shall promptly notify the applicable Borrower of any draw under a Facility Letter of Credit (any such draw, an “LC Disbursement”). Such Borrower shall reimburse such LC Disbursement in the currency of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago time, on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency of the LC Disbursement, with a Revolving Credit Loan or Swing Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Loan or Swing Loan. Any Reimbursement Obligation with respect to any Facility Letter of Credit shall bear interest from the date of the relevant drawings under the pertinent Facility Letter of Credit at (i) in the case of such Obligations denominated in U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition to its other rights, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this Agreement.
Appears in 1 contract
Sources: Credit Agreement (NextDecade Corp)
Reimbursement Obligations. (a) The applicable Borrower’s obligation to 2.4.1. Borrower shall reimburse LC Disbursements shall be absoluteAgent and, unconditional during any period that an Event of Default then exists, each Lender, for all reasonable legal fees actually incurred and irrevocableall accounting, and each Borrower agrees to pay to the applicable Issuer the amount of all Reimbursement Obligations, interest appraisal and other amounts payable to such Issuer under reasonable fees and expenses incurred by Agent or any Lender in connection with any Facility Letter (i) the negotiation and preparation of Credit issued on behalf of such Borrower immediately when due, irrespective of any claim, set-off, defense or other right that such Borrower, the Company or any Subsidiary may have at any time against any Issuer or any other Person, under all circumstances, including without limitation, any of the following circumstances:
Loan Documents, any amendment or modification thereto, any waiver of any Default or Event of Default thereunder, or any restructuring or forbearance with respect thereto; (iii) any lack the administration of validity or enforceability of the Loan Documents and the transactions contemplated thereby, to the extent that such fees and expenses are expressly provided for in this Agreement or any of the other Loan Documents;
; (iiiii) action taken to perfect or maintain the existence perfection or priority of any claim, setoff, defense of Agent's Liens with respect to any of the Collateral; (iv) any inspection of or other right that audits conducted with respect to any Borrower of Borrower's books and records or any Subsidiary may have at of the Collateral; (v) any time effort to verify, protect, preserve, or restore any of the Collateral or to collect, sell, liquidate or otherwise dispose of or realize upon any of the Collateral; (vi) any litigation, contest, dispute, suit, proceeding or action (whether instituted by or against a beneficiary named in a Facility Letter of Credit or any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting), any IssuerAgent, any Lender, any Obligor or any other Person) in any way arising out of or relating to any of the Collateral (or the validity, whether in connection with this Agreementperfection or priority of any of Agent's Liens thereon), any Facility Letter of Creditthe Loan Documents or the validity, the transactions contemplated herein allowance or any unrelated transactions (including any underlying transactions between any Borrower or any Subsidiary and the beneficiary named in any Facility Letter of Credit);
(iii) any draft, certificate or any other document presented under the Facility Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(iv) the surrender or impairment of any security for the performance or observance amount of any of the terms Obligations; (vii) the protection or enforcement or any rights or remedies of Agent or any Lender in any Insolvency Proceeding; and (viii) any other action taken by Agent or any Lender to enforce any of the rights or remedies of Agent or such Lender against any Obligor or any Account Debtors to enforce collection of any of the Obligations or payments with respect to any of the Collateral. All amounts chargeable to Borrower under this Section 2.4 shall constitute Obligations that are secured by all of the Collateral and shall be payable on demand to Agent. Borrower shall also reimburse Agent for expenses incurred by Agent in its administration of any of the Collateral to the extent and in the manner provided in Section 7 hereof or in any of the other Loan Documents. The foregoing shall be in addition to, and shall not be construed to limit, any other provision of any of the Loan Documents;Documents regarding the reimbursement by Borrower of costs, expenses or liabilities suffered or incurred by Agent or any Lender.
(v) the occurrence of any Default or Unmatured Default;
(vi) payment by the Issuer under a Letter of Credit against presentation of a draft 2.4.2. Any indemnity, guaranty or other document that does not comply assurance of payment or performance provided by Agent or (with the terms consent of such Letter of Credit; or
(viiAgent) any Lender to Bank or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.15.4, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder.
(b) The applicable Issuer shall promptly notify the applicable Borrower of any draw under a Facility Letter of Credit (any such draw, an “LC Disbursement”). Such Borrower shall reimburse such LC Disbursement in the currency of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago time, on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency of the LC Disbursement, with a Revolving Credit Loan or Swing Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Loan or Swing Loan. Any Reimbursement Obligation Person with respect to Cash Management Agreements, Interest Rate Contracts or Letters of Credit, together with any Facility Letter of Credit payment made or liability incurred by Agent or any Lender in connection therewith, shall bear interest from the date of the relevant drawings under the pertinent Facility Letter of Credit at (i) in the case of such constitute Obligations denominated in U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined that are secured by the Administrative AgentCollateral and Borrower shall repay, on demand, any amount so paid or any liability incurred by Agent or any Lender in connection with any such indemnity, guaranty or assurance. In addition Nothing herein shall be construed to its other rightsimpose upon Agent or any Lender any obligation to provide any such indemnity, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this Agreementguaranty or assurance.
Appears in 1 contract
Reimbursement Obligations. (a) The applicable Borrower’s obligation Borrower hereby unconditionally and irrevocably agrees to reimburse LC Disbursements shall be absolute, unconditional and irrevocable, and Issuing Lender for each Borrower agrees to pay to the applicable Issuer the amount of all Reimbursement Obligations, interest and other amounts payable to such Issuer payment or disbursement made by Issuing Lender under or in connection with any Facility Letter of Credit issued on behalf honoring any demand for payment made thereunder, in each case promptly after notice of such payment or disbursement is made. Issuing Lender shall promptly notify Borrower immediately when dueand Agent whenever any demand for payment is made under any Letter of Credit; provided, irrespective that the failure of Issuing Lender to so notify Borrower shall not affect the rights of Issuing Lender or Lenders in any manner whatsoever. Any amount not reimbursed on the date of such notice of payment or disbursement (whether or not through the making of a Loan pursuant to Section 2.3.4) shall bear interest from the date of such payment or disbursement to the date that Issuing Lender is reimbursed by Borrower therefor, payable on written demand, at the interest rate per annum from time to time in effect for Revolving Loans which are Base Rate Loans.
(b) Borrower’s reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (i) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (ii) the existence of any claim, set-off, defense or other right that such Borrower, the Company or which any Subsidiary may have at any time against any Issuer or any other Person, under all circumstances, including without limitation, any of the following circumstances:
(i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents;
(ii) the existence of any claim, setoff, defense or other right that any Borrower or any Subsidiary Party may have at any time against a beneficiary named in a Facility Letter of Credit or Credit, any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting), any IssuerAgent, Issuing Lender, any Lender, Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any Facility Letter of Creditother Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transactions transaction between any Borrower or any Subsidiary Loan Party and the beneficiary named in any Facility Letter of Credit);
, (iii) the validity, sufficiency or genuineness of any draftdocument which Issuing Lender (or, certificate or as applicable, the issuer of any other document presented under underlying letter of credit) has in good faith determined complies on its face with the Facility terms of the applicable Letter of Credit proving (or, if applicable, underlying letter of credit), even if such document should later prove to be have been forged, fraudulent, invalid or insufficient in any respect or any statement therein being shall have been untrue or inaccurate in any respect;
, or (iv) the surrender or impairment of any security for the performance or observance of any of the terms of hereof; provided, that Borrower shall not be precluded from asserting any of claim for damages suffered by Borrower to the Loan Documents;
(v) the occurrence of any Default or Unmatured Default;
(vi) payment extent caused by the Issuer bad faith, willful misconduct or gross negligence of Issuing Lender in determining whether a request presented under a any Letter of Credit against presentation of a draft or other document that does not comply issued by it complied on its face with the terms of such Letter of Credit; or
(vii) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.15.4, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder.
(b) The applicable Issuer shall promptly notify the applicable Borrower of any draw under a Facility Letter of Credit (any such draw, an “LC Disbursement”). Such Borrower shall reimburse such LC Disbursement in the currency of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago time, on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency of the LC Disbursement, with a Revolving Credit Loan or Swing Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Loan or Swing Loan. Any Reimbursement Obligation with respect to any Facility Letter of Credit shall bear interest from the date of the relevant drawings under the pertinent Facility Letter of Credit at (i) in the case of such Obligations denominated in U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition to its other rights, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this Agreement.
Appears in 1 contract
Reimbursement Obligations. The Applicant hereby agrees to reimburse the Bank forthwith upon demand in an amount equal to any payment or disbursement made by the Bank under any Letter of Credit, together with interest on the amount so paid or disbursed by the Bank from and including the date of payment or disbursement to but not including the date the Bank is reimbursed by the Applicant at a rate per annum equal to the Prime Rate from time to time in effect plus 2.50% per annum plus, beginning on the third Business Day after receipt of notice from the Bank of such payment or disbursement, 3% per annum (or, if less, the maximum rate permitted by applicable law). The obligation of the Applicant to reimburse the Bank under this Section 3 for payments and disbursements made by the Bank under any Letter of Credit shall be absolute and unconditional under any and all circumstances, including, without limitation, the following:
(a) The applicable Borrower’s obligation to reimburse LC Disbursements shall be absolute, unconditional and irrevocable, and each Borrower agrees to pay to the applicable Issuer the amount any failure of all Reimbursement Obligations, interest and other amounts payable to any Item presented under such Issuer under or in connection with any Facility Letter of Credit issued on behalf to comply strictly with the terms of such Borrower immediately when dueLetter of Credit;
(b) the legality, irrespective validity, regularity or enforceability of such Letter of Credit or of any Item presented thereunder;
(c) any defense based on the identity of the transferee of such Letter of Credit or the sufficiency of the transfer if such Letter of Credit is transferable;
(d) the existence of any claim, set-off, defense or other right that such Borrower, the Company or any Subsidiary Applicant may have at any time against any Issuer beneficiary or any other Person, under all circumstances, including without limitation, any transferee of the following circumstances:
(i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents;
(ii) the existence of any claim, setoff, defense or other right that any Borrower or any Subsidiary may have at any time against a beneficiary named in a Facility such Letter of Credit or any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting)Credit, any Issuer, any Lender, the Bank or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein hereby or any unrelated transactions (including any underlying transactions between any Borrower or any Subsidiary and the beneficiary named in any Facility Letter of Credit)transaction;
(iiie) any draft, certificate or any other document Item presented under the Facility such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(ivf) honor of a demand for payment presented electronically even if such Letter of Credit requires that demand be in the surrender or impairment form of any security for the performance or observance of any of the terms of any of the Loan Documentsa draft;
(vg) waiver by the occurrence Bank of any Default requirement that exists for the Bank’s protection and not the protection of the Applicant or Unmatured Defaultany waiver by the Bank which does not in fact materially prejudice the Applicant;
(vih) any payment made by the Issuer under a Bank in respect of an Item presented after the date specified as the expiration date of, or the date by which documents must be received under, such Letter of Credit against presentation of a draft if payment after such date is authorized by the ISP, the UCC or other document that does not comply with the terms of such Letter of CreditUCP, as applicable; or
(viii) any other event circumstance or circumstance happening whatsoever, whether or not similar to any of the foregoing, ; 251010432v7 provided that might, but the Applicant shall not be obligated to reimburse the Bank for any wrongful payment or disbursement made by the provisions of this Section 2.15.4, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder.
(b) The applicable Issuer shall promptly notify the applicable Borrower of Bank under any draw under a Facility Letter of Credit (as a result of any such draw, an “LC Disbursement”). Such Borrower shall reimburse such LC Disbursement in the currency of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago time, act or omission constituting gross negligence or willful misconduct on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency part of the LC Disbursement, with a Revolving Credit Loan or Swing Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Loan or Swing Loan. Any Reimbursement Obligation with respect to any Facility Letter of Credit shall bear interest from the date of the relevant drawings under the pertinent Facility Letter of Credit at (i) in the case of such Obligations denominated in U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition to its other rights, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this AgreementBank.
Appears in 1 contract
Sources: Master Letter of Credit Agreement (Greenlight Capital Re, Ltd.)
Reimbursement Obligations. (a) The EachThe applicable Borrower’s 's obligation to reimburse LC Disbursements shall be absolute, unconditional and irrevocable, and each Borrower agrees to pay to the applicable Issuer the amount of all Reimbursement Obligations, interest and other amounts payable to such thesuch Issuer under or in connection with any Facility Letter of Credit issued on behalf of such Borrower immediately when due, irrespective of any claim, set-off, defense or other right that such thesuch Borrower, the Company or any Subsidiary may have at any time against any theany Issuer or any other Person, under all circumstances, including without limitation, any of the following circumstances:
(i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents;
(ii) the existence of any claim, setoff, defense or other right that any Borrower or any Subsidiary may have at any time against a beneficiary named in a Facility Letter of Credit or any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting), any Issuer, any Lender, or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between any Borrower or any Subsidiary and the beneficiary named in any Facility Letter of Credit);
(iii) any draft, certificate or any other document presented under the Facility Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents;; or
(v) the occurrence of any Default or Unmatured Default;
(vi) payment by the Issuer under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or
(vii) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.15.4Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s 's obligations hereunder.
(b) The applicable Issuer shall promptly notify the applicable Borrower of any draw under a Facility Letter of Credit (any such draw, an “LC Disbursement”)Credit. Such Borrower shall reimburse such LC Disbursement in the currency applicable Issuer for drawings under a Facility Letter of Credit issued by it on behalf of such LC Disbursement by paying to Borrower promptly after the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago time, on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency of the LC Disbursement, with a Revolving Credit Loan or Swing Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Loan or Swing Loanapplicable Issuer. Any Reimbursement Obligation with respect to any Facility Letter of Credit shall bear interest from the date of the relevant drawings under the pertinent Facility Letter of Credit at (i) in the case of such Obligations denominated in U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition to its other rights, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this Agreement.
Appears in 1 contract
Sources: Credit Agreement (Diebold Inc)
Reimbursement Obligations. The Company ------------------------- hereby unconditionally and irrevocably agrees to reimburse the Issuing Bank for each payment or disbursement made by the Issuing Bank under any Letter of Credit honoring any demand for payment made by the beneficiary thereunder, in each case on the date that such payment or disbursement is made, including, without limitation, under the following circumstances:
(a) The applicable Borrower’s obligation to reimburse LC Disbursements shall be absolute, unconditional and irrevocable, and each Borrower agrees to pay to the applicable Issuer the amount any lack of all Reimbursement Obligations, interest and other amounts payable to such Issuer under validity or in connection with enforceability of any Facility Letter of Credit issued on behalf of such Borrower immediately when due, irrespective Credit;
(b) the existence of any claim, set-off, defense or other right that such Borrower, which the Company or any Subsidiary may have at any time against any Issuer or any other Person, under all circumstances, including without limitation, any of the following circumstances:
(i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents;
(ii) the existence of any claim, setoff, defense or other right that any Borrower or any Subsidiary account party may have at any time against a beneficiary named in a Facility Letter of Credit or any transferee of any Facility Letter of Credit (or any Person persons or entities for whom any such transferee may be acting), any Issuerthe Issuing Bank, any Lender, Bank or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein or any unrelated transactions transaction (including any underlying transactions transaction between any Borrower the account party or any Subsidiary one of the other Loan Parties and the beneficiary named in any Facility for which the Letter of CreditCredit was procured);
(iiic) any draft, demand, certificate or any other document presented under the Facility any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents;
(v) the occurrence of any Default or Unmatured Default;
(vid) payment by the Issuer Issuing Bank under a any Letter of Credit against presentation of a demand, draft or certificate or other document that which does not comply with the terms of such Letter of Credit; or;
(viie) any other event circumstances or circumstance happening whatsoever, whether or not which is similar to any of the foregoing, that might, but for the provisions of this Section 2.15.4, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder.; or
(bf) The applicable Issuer the fact that an Event of Default or Unmatured Event of Default shall promptly notify the applicable Borrower of any draw under a Facility Letter of Credit (any such draw, an “LC Disbursement”). Such Borrower shall reimburse such LC Disbursement in the currency of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago time, on the Business Day immediately following the day that such Borrower receives such noticehave occurred and be continuing; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency obligation of the LC Disbursement, with a Revolving Credit Loan or Swing Loan in an equivalent amount and, Company to so reimburse the -------- Issuing Bank shall be reduced to the extent so financedof any direct losses suffered by the Company as the result of any event set forth in subsections (c), (d) or (e) above which is finally judicially determined to constitute gross negligence or wilful misconduct of the Issuing Bank. To the extent that any obligation of the Company to reimburse the issuing Bank is reduced pursuant to the immediately preceding sentence, the Issuing Bank shall reimburse the Banks for any such Borrower’s obligation to make amounts which the Banks have paid on account of such unreimbursed obligations. Any amount not reimbursed on the date of such payment shall be discharged and replaced or disbursement (by the resulting Revolving Credit Loan making or Swing Loan. Any Reimbursement Obligation with respect deemed making of Base Rate Loans pursuant to Section 2.7.6 or otherwise, notwithstanding if any Facility Letter of Credit ------------- such Loans would cause a default under Section 2.1.3 or any other ------------- provision hereunder) shall bear interest from and including the date of such payment or disbursement to but not including the relevant drawings date that the issuing Bank is reimbursed by the Company therefor, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus two percent per annum. The Issuing Bank shall notify the Company and the Agent whenever any demand for payment is made under the pertinent Facility any Letter of Credit at (i) in the case of such Obligations denominated in U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition beneficiary thereunder within five Business Days of receiving such demand; provided, however, that the failure of the Issuing -------- ------- Bank to its other rights, so notify the Issuers Company or the Agent shall also have all not affect the rights for indemnification and reimbursement as each Lender is entitled under this Agreementof the Issuing Bank or the Banks in any manner whatsoever.
Appears in 1 contract
Sources: Credit Agreement (Wyle Electronics)
Reimbursement Obligations. The Applicant hereby agrees to reimburse the Bank forthwith upon demand in an amount equal to any payment or disbursement made by the Bank under any Letter of Credit, together with interest on the amount so paid or disbursed by the Bank from and including the date of payment or disbursement to but not including the date the Bank is reimbursed by the Applicant at a rate per annum equal to the Prime Rate from time to time in effect plus 2.50% per annum plus, beginning on the third Business Day after receipt of notice from the Bank of such payment or disbursement, 3% per annum (or, if less, the maximum rate permitted by applicable law). The obligation of the Applicant to reimburse the Bank under this Section 3 for payments and disbursements made by the Bank under any Letter of Credit shall be absolute and unconditional under any and all circumstances, including, without limitation, the following:
(a) The applicable Borrower’s obligation to reimburse LC Disbursements shall be absolute, unconditional and irrevocable, and each Borrower agrees to pay to the applicable Issuer the amount any failure of all Reimbursement Obligations, interest and other amounts payable to any Item presented under such Issuer under or in connection with any Facility Letter of Credit issued on behalf to comply strictly with the terms of such Borrower immediately when dueLetter of Credit;
(b) the legality, irrespective validity, regularity or enforceability of such Letter of Credit or of any Item presented thereunder;
(c) any defense based on the identity of the transferee of such Letter of Credit or the sufficiency of the transfer if such Letter of Credit is transferable;
(d) the existence of any claim, set-off, defense or other right that such Borrower, the Company or any Subsidiary Applicant may have at any time against any Issuer beneficiary or any other Person, under all circumstances, including without limitation, any transferee of the following circumstances:
(i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents;
(ii) the existence of any claim, setoff, defense or other right that any Borrower or any Subsidiary may have at any time against a beneficiary named in a Facility such Letter of Credit or any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting)Credit, any Issuer, any Lender, the Bank or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein hereby or any unrelated transactions (including any underlying transactions between any Borrower or any Subsidiary and the beneficiary named in any Facility Letter of Credit)transaction;
(iiie) any draft, certificate or any other document Item presented under the Facility such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(ivf) honor of a demand for payment presented electronically even if such Letter of Credit requires that demand be in the surrender or impairment form of any security for the performance or observance of any of the terms of any of the Loan Documentsa draft;
(vg) waiver by the occurrence Bank of any Default requirement that exists for the Bank’s protection and not the protection of the Applicant or Unmatured Defaultany waiver by the Bank which does not in fact materially prejudice the Applicant;
(vih) any payment made by the Issuer under a Bank in respect of an Item presented after the date specified as the expiration date of, or the date by which documents must be received under, such Letter of Credit against presentation of a draft if payment after such date is authorized by the ISP, the UCC or other document that does not comply with the terms of such Letter of CreditUCP, as applicable; or
(viii) any other event circumstance or circumstance happening whatsoever, whether or not similar to any of the foregoing, ; provided that might, but the Applicant shall not be obligated to reimburse the Bank for any wrongful payment or disbursement made by the provisions of this Section 2.15.4, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder.
(b) The applicable Issuer shall promptly notify the applicable Borrower of Bank under any draw under a Facility Letter of Credit (as a result of any such draw, an “LC Disbursement”). Such Borrower shall reimburse such LC Disbursement in the currency of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago time, act or omission constituting gross negligence or willful misconduct on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency part of the LC Disbursement, with a Revolving Credit Loan or Swing Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Loan or Swing Loan. Any Reimbursement Obligation with respect to any Facility Letter of Credit shall bear interest from the date of the relevant drawings under the pertinent Facility Letter of Credit at (i) in the case of such Obligations denominated in U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition to its other rights, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this AgreementBank.
Appears in 1 contract
Sources: Master Letter of Credit Agreement (Greenlight Capital Re, Ltd.)
Reimbursement Obligations. Each Loan Party hereby unconditionally and irrevocably agrees to reimburse the Lender for each payment or disbursement made by the Lender under any Letter of Credit honoring any demand for payment made by the beneficiary thereunder, in each case on the date that such payment or disbursement is made. Any amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Lender is reimbursed by the Company therefor, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, 2%. The Lender shall notify the Company whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the Lender to so notify the Company shall not affect the rights of the Lender in any manner whatsoever. The Loan Parties’ reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (a) The applicable Borrower’s obligation to reimburse LC Disbursements shall be absolute, unconditional and irrevocable, and each Borrower agrees to pay to the applicable Issuer the amount any lack of all Reimbursement Obligations, interest and other amounts payable to such Issuer under validity or in connection with enforceability of any Facility Letter of Credit issued on behalf of such Borrower immediately when dueCredit, irrespective this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense or other right that such Borrower, the Company or which any Subsidiary may have at any time against any Issuer or any other Person, under all circumstances, including without limitation, any of the following circumstances:
(i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents;
(ii) the existence of any claim, setoff, defense or other right that any Borrower or any Subsidiary Party may have at any time against a beneficiary named in a Facility Letter of Credit or Credit, any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting), any Issuer, any Lender, the Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any Facility Letter of Creditother Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transactions transaction between any Borrower or any Subsidiary Loan Party and the beneficiary named in any Facility Letter of Credit);
, (iiic) the validity, sufficiency or genuineness of any draft, certificate or any other document presented under which the Facility Lender has determined complies on its face with the terms of the applicable Letter of Credit proving Credit, even if such document should later prove to be have been forged, fraudulent, invalid or insufficient in any respect or any statement therein being shall have been untrue or inaccurate in any respect;
, or (ivd) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents;
(v) the occurrence of any Default or Unmatured Default;
(vi) payment by the Issuer under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or
(vii) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.15.4, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunderhereof.
(b) The applicable Issuer shall promptly notify the applicable Borrower of any draw under a Facility Letter of Credit (any such draw, an “LC Disbursement”). Such Borrower shall reimburse such LC Disbursement in the currency of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago time, on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency of the LC Disbursement, with a Revolving Credit Loan or Swing Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Loan or Swing Loan. Any Reimbursement Obligation with respect to any Facility Letter of Credit shall bear interest from the date of the relevant drawings under the pertinent Facility Letter of Credit at (i) in the case of such Obligations denominated in U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition to its other rights, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this Agreement.
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Reimbursement Obligations. (a) The Notwithstanding any provisions to the contrary in any Reimbursement Agreement:
(i) Astec shall reimburse the Issuer for drawings under a Facility Letter of Credit issued by it no later than the earlier of (1) the time specified in such Reimbursement Agreement and (2) three (3) Business Days after the payment by the Issuer of such drawing; and
(ii) any Reimbursement Obligation with respect to any Facility Letter of Credit shall bear interest from the date of the relevant drawing under the pertinent Facility Letter of Credit at the higher of the interest rate (1) specified in the applicable Borrower’s obligation Reimbursement Agreement with respect to reimburse LC Disbursements shall be absolute, unconditional and irrevocablesuch amount, and each Borrower (2) for past due Floating Rate Loans calculated in accordance with Section 2.2.8 above.
(b) Astec agrees to pay to the applicable Issuer Agent the amount of all Reimbursement Obligations, interest and other amounts payable to such Issuer the Agent under or in connection with any such Facility Letter of Credit issued on behalf of such Borrower immediately when due, irrespective of any claim, set-off, defense or other right that such Borrower, the Company which Astec or any Subsidiary or Affiliate of Astec may have at any time against any the Issuer or any other Person, under all circumstances, including including, without limitation, any of the following circumstances:
(i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents;
(ii) the existence of any claim, setoff, defense or other right that any Borrower which Astec or any Subsidiary or Affiliate of Astec may have at any time against a beneficiary named in a Facility Letter of Credit or any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting), any the Issuer, any Lender, or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between any Borrower Astec, or any Subsidiary or Affiliate of Astec and the beneficiary named in any Facility Letter of Credit);
(iii) any draft, certificate or any other document presented under the Facility Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respectrespect (except to the extent any such invalidity or insufficiency is found in a final judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Agent);
(iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents;; and
(v) the occurrence of any Default or Unmatured Default;
(vi) payment by the Issuer under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or
(vii) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.15.4, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder.
(b) The applicable Issuer shall promptly notify the applicable Borrower of any draw under a Facility Letter of Credit (any such draw, an “LC Disbursement”). Such Borrower shall reimburse such LC Disbursement in the currency of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago time, on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency of the LC Disbursement, with a Revolving Credit Loan or Swing Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Loan or Swing Loan. Any Reimbursement Obligation with respect to any Facility Letter of Credit shall bear interest from the date of the relevant drawings under the pertinent Facility Letter of Credit at (i) in the case of such Obligations denominated in U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition to its other rights, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this Agreement.
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Reimbursement Obligations. (a) The applicable Borrower’s obligation to reimburse LC Disbursements shall be absolute, unconditional and irrevocable, and each Borrower agrees to pay to the applicable Issuer the amount of all Reimbursement Obligations, interest and other amounts payable to such Issuer under or in connection with any Facility Letter of Credit issued on behalf of such Borrower immediately when due, irrespective of any claim, set-off, defense or other right that such Borrower, the Company or any Subsidiary may have at any time against any Issuer or any other Person, under all circumstances, including without limitation, any of the following circumstances:
(i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents;
(ii) the existence of any claim, setoff, defense or other right that any Borrower or any Subsidiary may have at any time against a beneficiary named in a Facility Letter of Credit or any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting), any Issuer, any Lender, or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between any Borrower or any Subsidiary and the beneficiary named in any Facility Letter of Credit);
(iii) any draft, certificate or any other document presented under the Facility Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;; 509265-1946-Active.21307007.121307007.7
(iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents;
(v) the occurrence of any Default or Unmatured Default;
(vi) payment by the Issuer under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or
(vii) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.15.4, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder.
(b) The applicable Issuer shall promptly notify the applicable Borrower of any draw under a Facility Letter of Credit (any such draw, an “LC Disbursement”). Such Borrower shall reimburse such LC Disbursement in the currency of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago time, on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency of the LC Disbursement, with a Revolving Credit Loan or Swing Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Loan or Swing Loan. Any Reimbursement Obligation with respect to any Facility Letter of Credit shall bear interest from the date of the relevant drawings under the pertinent Facility Letter of Credit at (i) in the case of such Obligations denominated in U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition to its other rights, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this Agreement.
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Reimbursement Obligations. (a) The applicable Borrower’s obligation In the event of any drawing under a Letter of Credit, the Issuing Lender shall promptly notify the Borrower who shall immediately reimburse the amount to the Issuing Lender in same day funds. In the event that the Borrower fails to reimburse LC Disbursements the Issuing Lender immediately upon a drawing and fails to provide a Notice of Borrowing with a different option, the Borrower shall be deemed to have requested from the Agent a Prime Rate Advance on the date and in the amount of the drawing, the proceeds of which will be used to satisfy the reimbursement obligations of the Borrower to the Lenders in respect of the drawing. The reimbursement obligations of the Borrower hereunder shall be absolute, unconditional and irrevocable, irrevocable and each Borrower agrees to pay to shall be performed strictly in accordance with the applicable Issuer the amount terms of this Agreement under any and all Reimbursement Obligations, interest circumstances whatsoever and other amounts payable to such Issuer under irrespective of:
4.2.3.1 any lack of validity or in connection with enforceability of any Facility Letter of Credit issued on behalf of such Borrower immediately when due, irrespective or this Agreement or any term or provision therein or herein;
4.2.3.2 the existence of any claim, set-off, defense compensation, defence or other right that such the Borrower, any member of the Company VL Group or any Subsidiary other Person may have at any time have against the beneficiary under any Issuer or any other PersonLetter of Credit, under all circumstancesthe Issuing Lender, including without limitationthe Agents, any of the following circumstances:
(i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents;
(ii) the existence of any claim, setoff, defense or other right that any Borrower or any Subsidiary may have at any time against a beneficiary named in a Facility Letter of Credit or any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting), any Issuer, any Lender, Lender or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein Agreement or any other related or unrelated transactions (including any underlying transactions between any Borrower agreement or any Subsidiary and the beneficiary named in any Facility Letter of Credit)transaction;
(iii) 4.2.3.3 any draft, certificate draft or any other document presented under the Facility a Letter of Credit proving to be forged, fraudulent, fraudulent or invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(iv) 4.2.3.4 any dispute between or among the surrender or impairment members of the VL Group and any beneficiary of any security for the performance or observance of any of the terms of any of the Loan Documents;
(v) the occurrence of any Default or Unmatured Default;
(vi) payment by the Issuer under a Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the members of the VL Group against presentation of a draft or other document that does not comply with the terms any beneficiary of such Letter of CreditCredit or any such transferee; orand
(vii) 4.2.3.5 the validity or sufficiency of any other event instrument transferring or circumstance whatsoever, whether assigning or not similar purporting to transfer or assign any Letter of Credit or any of the foregoingrights or benefits thereunder or proceeds thereof in whole or in part, that might, but which may prove to be invalid or ineffective for the provisions of this Section 2.15.4, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunderany reason.
(b) The applicable Issuer shall promptly notify the applicable Borrower of any draw under a Facility Letter of Credit (any such draw, an “LC Disbursement”). Such Borrower shall reimburse such LC Disbursement in the currency of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago time, on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency of the LC Disbursement, with a Revolving Credit Loan or Swing Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Loan or Swing Loan. Any Reimbursement Obligation with respect to any Facility Letter of Credit shall bear interest from the date of the relevant drawings under the pertinent Facility Letter of Credit at (i) in the case of such Obligations denominated in U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition to its other rights, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this Agreement.
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Sources: Credit Agreement (Videotron Ltee)
Reimbursement Obligations. (a) The applicable Borrower’s obligation to reimburse LC Disbursements shall be absolute, unconditional and irrevocable, and each Each Borrower agrees to pay to the applicable LC Issuer the amount of all Reimbursement Obligations, interest and other amounts payable to such the LC Issuer under or in connection with any Facility Letter of Credit issued on behalf of such Borrower immediately when due, irrespective of any claim, set-off, defense or other right that such Borrower, the Company which any Borrower or any Subsidiary may have at any time against any the LC Issuer or any other Person, under all circumstances, including without limitation, any of the following circumstances:
(i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents;
(ii) the existence of any claim, setoff, defense or other right that which any Borrower or any Subsidiary may have at any time against a beneficiary named in a Facility Letter of Credit or any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting), any LC Issuer, any Lender, or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between any Borrower or any Subsidiary and the beneficiary named in any Facility Letter of Credit);
(iii) any draft, certificate or any other document presented under the Facility Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents;; or
(v) the occurrence of any Default or Unmatured Default;
(vi) payment by the Issuer under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or
(vii) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.15.4, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder.
(b) The applicable LC Issuer shall promptly notify the applicable Borrower of any draw under a Facility Letter of Credit (any such draw, an “LC Disbursement”). Such Borrower shall reimburse such LC Disbursement in the currency of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago time, on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency of the LC Disbursement, with a Revolving Credit Loan or Swing Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Loan or Swing Loan. Any Reimbursement Obligation with respect to any Facility Letter of Credit shall bear interest from the date of the relevant drawings under the pertinent Facility Letter of Credit at (i) in the case of such Obligations denominated in U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition to its other rights, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this Agreement.Facility
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Reimbursement Obligations. Amounts paid by the Agent Bank upon any drawing under a Letter of Credit shall be reimbursed by the Borrower on or before 1:00 p.m. New York City time on the date of honoring such drawing (the "Reimbursement Time") as provided in Section 3.5. The Borrower's obligation to reimburse the Agent Bank under this Section 3.4 for payments and disbursements made by the Agent Bank in respect of each drawing shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment which the Borrower may have or have had against the Agent Bank or the Lenders (other than any set-off, counterclaim or defense arising out of an act or acts of gross negligence or willful misconduct by the Agent Bank or the Lenders), including any defense based on (a) The applicable Borrower’s obligation to reimburse LC Disbursements shall be absolute, unconditional and irrevocable, and each Borrower agrees to pay to the applicable Issuer the amount failure of all Reimbursement Obligations, interest and other amounts payable to such Issuer any presentation or demand for payment under or in connection with any Facility Letter of Credit issued on behalf to conform to the terms of any Letter of Credit if the Borrower has requested in writing that the Agent Bank honor such Borrower immediately when dueLetter of Credit despite the non-conformance; (b) any nonapplication or misapplication by any beneficiary of the proceeds of any Letter of Credit; (c) the legality, irrespective validity, regularity or enforceability of any Letter of Credit; (d) any amendment or waiver of or any consent to or departure from this Agreement; (e) any exchange, release or non-perfection of any Collateral, or any release, amendment or waiver of or consent to or departure from any guaranty; (f) the existence of any claim, set-off, defense or other right that such Borrower, which the Company or any Subsidiary Borrower may have at any time against any Issuer or any other Person, under all circumstances, including without limitation, any of the following circumstances:
(i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents;
(ii) the existence of any claim, setoff, defense or other right that any Borrower or any Subsidiary may have at any time against a beneficiary named in a Facility Letter of Credit or any transferee of any Facility Letter of Credit (or any Person entities for whom such beneficiary or any such transferee may be acting), any Issuer, any Lender, or any other Person, whether in connection with this Agreement, any Facility the transaction in respect of which such Letter of CreditCredit was issued, the transactions contemplated herein or any unrelated transactions transaction; (including g) any underlying transactions between presentation or demand under or transfer of any Borrower Letter of Credit or any Subsidiary and the beneficiary named in any Facility Letter of Credit);
(iii) any draft, certificate statement or any other document presented under the Facility any Letter of Credit proving to be unauthorized, forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
respect whatsoever; and (ivh) any law, order, regulation or custom in effect in the surrender places of negotiation or impairment payment of any security for the performance or observance of any of the terms of any of the Loan Documents;
(v) the occurrence of any Default or Unmatured Default;
(vi) payment by the Issuer under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or
(vii) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.15.4, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder.
(b) The applicable Issuer shall promptly notify the applicable Borrower of any draw under a Facility Letter of Credit (any such draw, an “LC Disbursement”). Such Borrower shall reimburse such LC Disbursement in the currency of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago time, on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency of the LC Disbursement, with a Revolving Credit Loan or Swing Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Loan or Swing Loan. Any Reimbursement Obligation with respect to any Facility Letter of Credit shall bear interest from the date of the relevant drawings under the pertinent Facility Letter of Credit at (i) in the case of such Obligations denominated in U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition to its other rights, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this Agreement.
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